Independent Contractor Agreement

This is a standard contract for an independent contractor or software developer working on an hourly based fee structure.

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made effective as of EFFECTIVE DATE (the "Effective Date") between COMPANY NAME (the "Client") and CONTRACTOR NAME (the "Contractor").

WHEREAS, Client requests Contractor to perform services for it and may request Contractor to perform other services in the future; and

WHEREAS, the Client and Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;

NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:

1. Services

Client shall retain Contractor and Contractor shall provide Client with services (the "Services") as defined in Exhibit A and according to schedule specified in Exhibit A.

2. Changes

(a) Change Orders. The Client, without invalidating this Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions, or other revisions.

(b) Adjustments to Compensation. In the event that any such changes materially impact the cost to the Contractor of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable Fees and schedule, as applicable.

3. Compensation

(a) Hourly Amount. The work performed by Contractor shall be performed at the rate set forth below:

Hourly fee: $HOURLY RATE

(b) Payment. Invoices shall be issued to Client by Contractor bi-weekly. All invoiced work shall be due within 15 days after receipt of invoice.

(c) Taxes. Client shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Contractor.

(d) Late Payment. If a payment is more than 7 days late, no Services will be performed for the Client until payment is received. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Company shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Developer reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees.

4. Expenses

(a) Payment. A Client shall reimburse Contractor for all pre-approved, reasonable and necessary expenses, including, without limitation, licenses for software, domestic and foreign travel, lodging and meal expenses incurred in connection with the Services.

(b) Substantiation. The Contractor shall provide Client with documentation supporting all expenses.

(c) Payment. Client shall reimburse Contractor within 15 days upon receipt of a request for reimbursement from the Contractor.

5. Independent Contractor Status

(a) Status. Contractor is an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

(b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Client, or to represent Client, or bind Client in any manner.

(c) No Employee Benefits. Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Client.

6. Representations and Warranties. The Client and the Contractor respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Client or the Contractor respectively and any other person, firm or organization or any law or governmental regulation.

7. Confidential Information

Contractor and its employees shall not, during the time of rendering services to the Client or thereafter, disclose to anyone other than authorized employees of the Client (or persons designated by such duly authorized employees of the Client) or use for the benefit of Contractor and its employees or for any entity other than the Client, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Client projects or programs; the technical, commercial or any other affairs of the Client; or, any confidential information which the Client has received from a third party.

8. Intellectual Property

(a) Work Product. During the course of performing the Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Client, develop information, produce work product, or achieve other results for Client in connection with the Services it performs for Client.

(b) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Client in connection with such Services (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and shall remain the sole and exclusive property of Client.

(c) Assignment of Interest. To the extent any Work Product is not deemed to be a work made for hire within the definition of the Copyright Act, Contractor with effect from creation of any and all Work Product, hereby assigns, and agrees to assign, to Client all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.

(d) Moral Rights. Contractor also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

(e) Assistance. Contractor further agrees to provide all assistance reasonably requested by Client, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Client's rights in the Work Product.

(f) Return of Property. Upon the termination of this Agreement, Contractor agrees to deliver promptly to Client all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.

9. Non-Solicitation.

During the term of this Agreement and for 1 year after any termination of this Agreement, Client will not, without the prior written consent of the Contractor, either directly or indirectly, on Client 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Contractor.

10. Term

This Agreement shall commence on the date and year first above written and shall continue for a period of 1 year unless earlier terminated in accordance with this Agreement.

11. Termination

(a) Notice of Termination. This Agreement may be terminated by either the Client or the Contractor at any time for any reason, with or without cause, by giving 30 days from written notice of termination.

(b) Payment Upon Termination. The Client will pay Contractor for all Services performed by Contractor through the date of termination.

12. Indemnification

(a) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Client and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:

(i) the negligent, grossly negligent, or intentional act or omission of Contractor or its directors, officers, employees, agents or Contractors,

(ii) Contractor's failure to perform any of its obligations under this Agreement, and

(iii) any act or omission of Contractor in connection with the Work.

(b) Notification. Client will promptly notify Contractor of any claim for indemnification.

(c) Survival. Contractor's obligations under this Section 10 shall survive termination or expiration of this Agreement.

13. General Provisions

(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

(c) Amendment. This Agreement may be amended only by written agreement of the parties.

(d) Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing. Such notice shall be deemed to have been given upon receipt.

(e) Assignment. This Agreement shall not be assigned by either party without the consent of the other party.

(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of JURISDICTION STATE, without regard to its conflict of laws rules.

(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

IN WITNESS WHEREOF, the Client and the Contractor have each executed and delivered this Agreement as of the Effective Date.

EXHIBIT A

Services & Schedule

Services:

Add description of services yoiur consultant is responsible for

Term:

The term will continue for period specified in Section 10, the Services are completed or the Agreement is terminated under Section 11, whichever occurs first.

Schedule:

Add description of schedule