Independent Contractor Agreement; Work for Hire

Contractor work for hire with NDA

INDEPENDENT DEVELOPER OR CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made between Company (the "Company") and CONTRACTOR NAME (the "Contractor").

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

WHEREAS, the Company 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

Effective SERVICES COMMENCEMENT DATE Company shall retain Contractor and Contractor shall provide Company with services (the "Services"), which shall include, without limitation:

DESCRIBE SERVICES OR REFERENCE ATTACHMENT HERE.

2. Changes

(a) Change Orders. The Company, 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) Project Amount. The work performed by Contractor shall be performed on a per project bassis, and not exceed the total estimated amount specified for each project.

Project fee: To be agreed on a per project basis.

Additional hourly rate (if requested by the company for additional work or changes): $Project hourly rate

(b) Payment. Invoices shall be issued to Company by Contractor. 40% of the project fee will be paid at the start of the project. 40% will be paid upon successful completion of the project. The remaining 20% shall be paid following final implementation of the project including any agreed upon training, documentation, testing, and debugging. All payments shall be due 14 business days after receipt of invoices.

4. Expenses

(a) Payment. A Company shall reimburse Contractor for all pre-approved, reasonable and necessary expenses incurred in connection with the Services.

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

(c) Payment. Company shall reimburse Contractor within 14 days upon receipt of a request for reimbursement from the Contractor.

5. Independent Contractor Status

(a) Status. Contractor is an independent contractor of Company. 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, Company, or to represent Company, or bind Company 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 Company.

6. Representations and Warranties. The Company 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 Company 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 Company or thereafter, disclose to anyone other than authorized agents of the Company (or persons designated by such duly authorized agents of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; any of the Company clients, their clients or related information; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company 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 Company, develop information, produce work product, or achieve other results for Company in connection with the Services it performs for Company.

(b) Ownership. Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or Company 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 the Copyright Act 1968, and shall remain the sole and exclusive property of Company.

(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 Company 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 Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product.

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

9. Term

This Agreement shall commence on the date specified above and shall continue until terminated in accordance with this Agreement.

10. Termination

(a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 14 days from written notice of termination.

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

11. Indemnification

(a) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Company 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. Company 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.

12. 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 Victoria Australia, 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 Company and the Contractor have each executed and delivered this Agreement as of the Effective Date.

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