Independent Contractor Agreement

Independent contractor agreement mainly used for software development or other services.

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement, dated as of Date, is entered into by and between Company a(n) Sender's Entity Type ("Company"), and Contractor ("Contractor"). Company and Contractor agree as follows:

1. Services

Contractor will perform for Company the services described in the attached Exhibit A together with such other services as the parties may hereafter agree upon in writing (collectively, the "Services") in accordance with the terms and conditions of this Agreement. Company may change any Services to be performed (including without limitation addition or deletion of Services, suspension of performance, and changes in schedules and locations for performance) by giving written notice of the change.

2. Performance

Contractor will expeditiously perform the Services in a professional and workmanlike manner and in accordance with such schedules as may be agreed upon by the parties. In the event a schedule is not agreed upon, Contractor will commence performance upon notice to proceed from Company and will thereafter diligently prosecute the Services to completion. Unless otherwise agreed by Company in writing, Contractor will (a) provide all equipment and supplies necessary or appropriate to perform the Services and (b) not subcontract any Services. Contractor will prepare and furnish to Company, upon request, reports on the actual progress of the Services in form and content acceptable to Company. As used in this Agreement, the term "Contractor" shall include Contractor's employees, agents and subcontractors, and the terms and conditions of this Agreement will apply to and be binding upon such employees, agents and subcontractors of Contractor.

3. Compensation

Subject to the terms and conditions of this Agreement, Company will compensate Contractor for the Services in the amounts and at the times specified in the attached Exhibit A. Contractor will submit to Company an invoice for any amounts payable hereunder for Services rendered during any applicable payment period as may be provided in the attached Exhibit A. The invoice will be in form and content acceptable to, and as may be reasonably specified by, Company and will include a detailed description of the Services performed, the time spent by Contractor in the performance of the Services, an itemization of any reimbursable expenses for such payment period, and such other information as Company may request. Contractor will also furnish such receipts, documents and information as Company may request to verify any invoice submitted by Contractor. Within thirty (30) days after Company's receipt of each invoice, Company will pay Contractor the amounts properly payable thereunder.

4. Term and Termination

The term of this Agreement will commence on the date hereof and, unless earlier terminated as provided below, will end upon completion of the Services (as determined by Company in its sole discretion). Contractor may terminate this Agreement upon giving Company 14 days' prior written notice of termination. Company may terminate this Agreement immediately upon delivery of written notice to Contractor. Sections 8, 9, 10, 11 and 12 and (together with all other provisions of this Agreement that may reasonably be interpreted or construed as surviving termination of this Agreement) will survive any termination of this Agreement.

5. Independent Contractor

Contractor will at all times be an independent contractor, and not an employee or agent, of Company in connection with the performance of the Servicesand otherwise. Contractor (a) will not have authority to enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of Company, (b) will not be entitled to any workers' compensation, pension, retirement, insurance or other benefits afforded to employees of Company, and (c) will retain full control over the manner in which it performs the Services. This Agreement will not be construed to create a partnership, joint venture or employment relationship between Contractor and Company.

6. Compliance with Laws

Contractor will (a) provide for all local, state and federal income tax and other withholding relating to Contractor's compensation, (b) pay all social security, unemployment, disability and other taxes as required under local, state and federal laws, (c) provide all worker's compensation and other insurance relating to Contractor's employment and (d) comply with all local, state and federal laws, ordinances, regulations and orders with respect to its performance of the Services. Contractor will provide Company with such documents and other support materials as Company may reasonably request to evidence Contractor's continuing compliance with the provisions in this Section 6.

7. Insurance; Risk of Loss

Contractor will maintain such insurance policies (including, without limitation, automobile insurance, commercial liability insurance and statutory workers' compensation insurance) as may be sufficient to protect Contractor against all applicable risks. Contractor will provide Company with certificates of insurance and other supporting materials as Company may reasonably request to verify Contractor's continuing compliance with the preceding sentence. Contractor will be liable for all loss or damage, other than ordinary wear and tear, to Company's property in Contractor's possession or control. In the event of any such loss or damage, Contractor will pay Company the full current replacement cost of such equipment or property within thirty (30) days after its loss or damage.

8. Nondisclosure; Invention Assignment

(a) Contractor acknowledges that during the course of Contractor's relationship with the Company, Contractor will be exposed to and have access to Confidential Information (as defined below). During the term of this Agreement and after its termination, Contractor will keep in confidence and trust all Confidential Information, and will not use or disclose to any third party, other than in connection with performing the Services under this Agreement, any Confidential Information or anything related thereto without the prior written consent of the Company.

(b) Contractor hereby irrevocably assigns and transfers to the Company all right, title and interest that Contractor may now or hereafter have in any Confidential Information and in any Inventions and Works, Materials and Proprietary Rights (all as defined below), subject to the limitations set forth in the notice below. This assignment and transfer is independent of any obligation or commitment made to Contractor by the Company. Contractor hereby waives any moral rights that Contractor may have in or to any Confidential Information, Inventions and Works, Materials and Proprietary Rights. Contractor acknowledges that all Confidential Information is the exclusive property of the Company. As between the Company and Contractor, the Company is and will be the sole owner of all Confidential Information, Inventions and Works, Materials and Proprietary Rights. To the extent eligible for such treatment, all Inventions and Works will constitute "works made for hire" under applicable copyright laws. Upon the termination of this Agreement, or upon the Company's earlier request, Contractor will deliver to the Company all of the Company's property or Confidential Information that Contractor may have in Contractor's possession or control.

(c) Contractor agrees that Contractor will not, during the term of this Agreement, improperly use or disclose any proprietary information or trade secrets of any former or current employer or other person or entity with which Contractor has an agreement or duty to keep in confidence information acquired by Contractor, if any, and that Contractor will not bring onto the premises of the Company any unpublished document or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. Contractor will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, arising out of or in connection with any violation or claimed violation of a third party's rights resulting in whole or in part from the Company's use of the work product of Contractor under this Agreement.

(d) Contractor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary infor­mation subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that Contractor owes the Company and such third parties, during the term of this Agreement and thereafter, a duty to hold all such confiden­tial or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out the services for the Company consistent with the Company's agreement with such third party.

(e) Contractor agrees that if in the course of performing the Services, Contractor incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Contractor or in which Contractor has an interest, (1) Contractor shall inform the Company, in writing before incorporating such invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (2) the Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention. Contractor shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without the Company's prior written permission.

(f) The following terms have the following meanings as used in this Agreement:

"Confidential Information" means any information related to the business or other affairs of the Company or its affiliates that: (1) becomes known to or is conceived, compiled, developed, or discovered by Contractor, whether solely or jointly with others, during the term of this Agreement or (2) is or has been received or otherwise becomes known to Contractor in connection with Contractor's service relationship with the Company. Without limiting the generality of the foregoing, Confidential Information includes information, both written and oral, relating to Inventions and Works, trade secrets and other proprietary information, technical data, products, services, finances, business plans, marketing plans, legal affairs, suppliers, clients, potential clients, prospects, opportunities, contracts or assets of the Company or its affiliates. Confidential Information also includes any information that has been made available to the Company by its clients or other third parties and which the Company is obligated to keep confidential. Confidential Information does not include information that is in the public domain prior to the date hereof or comes into the public domain after such date through no fault of Contractor, is independently developed by Contractor without reference to or use of any Confidential Information, or is received by Contractor without an obligation of confidentiality from an unrelated third party that is not under an obligation of confidentiality to the Company and that has a legal right to disclose such information.

"Inventions and Works" means any composition, work of authorship, computer program, product, device, technique, know-how, algorithm, method, design, process, procedure, improvement, discovery or invention, whether or not patentable or copyrightable and whether or not reduced to practice, that is (1) within the scope of the Company's business, research or investigations, or results from or is suggested by any work performed by Contractor for the Company, and (2) created, conceived, reduced to practice, developed, discovered, invented or made by Contractor during the Term, whether solely or jointly with others, and whether or not while employed by, or in a consulting relationship with, the Company.

"Materials" means any product, prototype, sample, model, document, diskette, tape, picture, drawing, design, recording, report, proposal, paper, note, writing or other tangible item which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded, magnetic or other form, any Confidential Information or Inventions and Works.

"Proprietary Right" means any patent, copyright, trade secret, trademark, trade name, service mark or other protected intellectual property right in any Confidential Information, Inventions and Works, or Materials.

9. Nonsolicitation; No Conflict; Non-disparagement

(a) During the period commencing on the date hereof and ending 12 months after the termination of Contractor's service relationship with the Company (the "Restricted Period"), Contractor will not induce, or attempt to induce, any employee or consultant of the Company to leave such employment or relationship to engage in, be employed by, perform services for, participate in or otherwise be connected with, either directly or indirectly, Contractor or any enterprise with which Contractor is in any way associated.

(b) During the Restricted Period, Contractor will not divert or attempt to divert from the Company any business the Company enjoyed or solicited from its customers or business partners during the period of Contractor's services to the Company, nor will Contractor solicit or attempt to induce any customer, supplier, partner or other person or entity with whom the Company has, or is attempting to establish, a commercial relationship to cease or refrain from doing business with the Company or to alter its relationship with the Company in any way adverse to the Company.

(c) Contractor represents and warrants to the Company that Contractor's execution, delivery and performance of this Agreement and the performance of Contractor's other obligations and duties to the Company will not cause any breach, default or violation of any other employment, nondisclosure, confidentiality, consulting or other agreement to which Contractor is a party or by which Contractor may be bound.

(d) At all times after the date hereof, Contractor will not (i) make any false, misleading or disparaging representations or statements with regard to the Company or the products or services of the Company, or the management or stockholders of the Company, to any third party, or (ii) make any statement to any third party that may impair or otherwise adversely affect the goodwill or reputation of the Company.

10. Indemnification

Contractor will indemnify, defend and hold harmless Company and its directors, officers, employees and agents from and against all taxes, liabilities, claims, damages, losses and expenses (including without limitation attorneys' fees and other legal expenses) arising out of or in connection with (a) any breach of this Agreement by Contractor, (b) any acts or omissions of Contractor in the performance of the Services, (c) any inaccuracy in the representations and warranties made by Contractor under this Agreement, (d) any infringement or misappropriation of any patent, copyright, trade secret, trademark or other intellectual property right by work product or other materials created or furnished by Contractor under this Agreement, or (e) a determination by a court or agency that Contractor is not an independent contractor.

11. Remedies

The parties agree that damages may be inadequate to compensate for the unique losses to be suffered in the event of a breach hereof (including violation of the nonsolicitation or nondisclosure provisions), and that the damaged party will be entitled, in addition to any other remedy it may have under this Agreement or at law, to injunctive and other relief, including specific performance of the terms of this Agreement without the necessity of posting bond.

12. General

12.1 Notices

All notices given hereunder will be given in writing, will refer to this Agreement and will be personally delivered (effective upon delivery), sent by fax (effective upon confirmed receipt), by overnight courier (effective the next business day after deposit with such courier service properly paid for and addressed) or by registered or certified mail (return receipt requested) to the address set forth below the parties' signatures at the end of this Agreement(effective upon receipt as indicated in such return receipt). Any party may from time to time change such address by giving the other party notice of such change in accordance with this Section.

12.2 Assignment

Contractor may not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of Company. No such assignment by Contractor, with or without Company's consent, shall relieve Contractor from any of its obligations under this Agreement. Company may assign this Agreement without consent of Contractor, provided the assignee is bound by operation of law or by express agreement by the provisions hereof. This Agreement will be fully binding upon and inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns.

12.3 Amendments and Waivers

No amendment, waiver or discharge of any provision of this Agreement will be effective unless made in writing that specifically identifies this Agreement and the provision intended to be amended, waived or discharged and signed by Company and Contractor. The failure of Company to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any of its rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of Company's rights to assert or rely upon such provision, right or remedy in that or any other instance; rather the same will be and remain in full force and effect.

12.4 Applicable Law

This Agreement will be interpreted, construed and enforced in accordance with the laws of the State of Washington, without reference to its choice of law rules.

125 Severability

If any provision of this Agreement shall be held by any court of competent jurisdiction to be invalid, illegal or unenforceable under applicable law, then such provision shall be deemed reformed or omitted to the extent determined by such court (i.e., with the objective of preserving the intent of such provision to the extent permitted by applicable law). In any event, the remainder of this Agreement shall remain valid and enforceable.

12.6 Entire Agreement

This Agreement (together with the attached Exhibit A which is incorporated herein by this reference) sets forth the entire agreement, and supersedes any and all prior and contemporaneous oral or written communications, understandings and agreements, with regard to the Services.

EXHIBIT A

Description of Services and Compensation

1. Services.

The Services shall include the following (plus any additional Services specified by the Company in writing including by email):

Services

3. Compensation.

Contractor shall receive the following compensation in exchange for the Services under this Agreement:

Compensation

The undersigned parties have executed this Agreement as of the date first above written.

Signing for Company:

Name: Name

Address: Sender's Address

Email: Sender's Email

Signing for Contractor:

Name: Receiver's Name

Address: Receiver's Address

Email: Receiver's Email