Agreement with Computer Programmer
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					                        Agreement with Computer Programmer

Agreement made on the (date), between of (Name of Computer Programmer) of (street
address, city, state, zip code), referred to herein as Company, and (Name of Company)
a corporation organized and existing under the laws of the state of (name of state), with
its principal office located at (street address, city, state, zip code), referred to herein as
Whereas, Company wants Programmer to provide certain computer programming
services on an as-needed basis, including services related to the design and
development of certain computer software in the area of (describe) (such software,
including all know-how, trade secrets, copyrights, and patentable inventions, being
hereinafter referred to collectively as the Program Materials); and

Whereas, Company and Programmer acknowledge that the Program Materials are
anticipated to be integrated into and become part of certain proprietary products
owned by Company, and thereafter to be licensed by Company to third parties; and

Whereas, both Company and Programmer wish to set forth in writing the terms
and conditions of their dealings, including rights as to the Program Materials;

Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
I.     Services of Programmer.
       A.      On the terms and conditions set forth in this Agreement, Company hereby
       engages Programmer to perform the duties set forth in Exhibit A attached hereto
       and made a part hereof by reference, during the term of this Agreement, on an
       as-needed basis; and Programmer accepts such engagement. Unless otherwise
       mutually agreed, all services shall be performed at Company's facilities located at
       (street address, city, state, zip code). Programmer agrees to use Programmer's
       best efforts, at a level consistent with persons having similar education,
       experience, and expertise in the software industry, in the performance of the
       services called for by this Agreement.

       B.    Nothing contained in this Agreement shall be deemed to preclude
       Company from retaining the services of other persons or entities undertaking the
       same or similar services as those undertaken by Programmer or from
       independently developing or acquiring materials or programs that are similar to or
       competitive with, the services provided under this Agreement.

II.    Term of Agreement
       A.      The term of this Agreement shall be for (number) year(s) from the date
       first above written. Company anticipates that Company will require Programmer's
       services for not more than (number) days or (number) hours each per month.
       However, the actual services shall consist of specific tasks or results to be
       achieved and shall be performed at mutually agreeable times on an as-needed

III.   Independent Contractor
       Programmer is an independent Programmer and is not an employee, servant,
partner or joint venturer of Company. Company shall determine the services to be
provided by Programmer, but Programmer shall determine the legal means by which it
accomplishes the services in accordance with this Contract. Company is not
responsible for withholding, and shall not withhold or deduct from the commissions
FICA or taxes of any kind, unless such withholding becomes legally required.
Programmer is not entitled to receive the benefits which employees of Company receive
and is not entitled to receive and shall not be entitled to workers compensation,
unemployment compensation, medical insurance, life insurance, paid vacations, paid
holidays, pension, profit sharing, or Social Security on account of his services to
Company. It is further understood that Programmer is free to contract for similar
services to be performed for other (type of entity) or organizations while under Contract
with Company.
IV.    Compensation
       A.     Company agrees to pay Programmer at the rate of $__________ dollars
per hour for each hour of services rendered by Programmer during the term of this
Agreement. Programmer shall invoice Company monthly for services performed during
the preceding month; provided, however, that, unless otherwise agreed in writing by an
authorized officer of Company, Company's maximum liability hereunder for all services
performed during the term of this Agreement shall not exceed $__________ dollars.

V.    Obligation for Expenses
      This Agreement does not entitle Programmer to any reimbursement of
expenses, and Programmer shall bear sole responsibility for any expenses
Programmer may incur at any time and in any connection with Programmer's
performance pursuant to this Agreement.

VI.    Ownership of Program Materials
       A.     Programmer agrees that all Program Materials, reports, and other data or
       materials generated or developed by Programmer under this Agreement or
       furnished by Company to Programmer shall be and remain the property of
       Company. Programmer specifically agrees that all copyrightable material
       generated or developed under this Agreement shall be considered works made
       for hire and that such material shall, upon creation, be owned exclusively by
       Company. To the extent that any such material, under applicable law, may not be
       considered works made for hire, Programmer hereby assigns to Company the
       ownership of copyright in such materials, without the necessity of any further
       consideration, and Company shall be entitled to obtain and hold in Company's
       own name all copyrights in respect of such materials.

       B.     If and to the extent Programmer may, under applicable law, be entitled to
       claim any ownership interest in the Program Materials, reports, and other data or
       materials generated or developed by Programmer under this Agreement,
       Programmer transfers, grants, conveys, assigns, and relinquishes exclusively to
       Company all of Programmer's right, title, and interest in and to such materials,
       under patent, copyright, trade secret, and trademark law, in perpetuity or for the
       longest period otherwise permitted by law.

       C.     Programmer shall perform any acts that may be deemed necessary or
       desirable by Company to evidence more fully transfer of ownership of all
       materials designated under this Section VI to Company to the fullest extent
       possible, including but not limited to the making of further written assignments in
       a form determined by Company.

       D.     To the extent that any preexisting rights are embodied or reflected in the
       Program Materials, Programmer grants to Company the irrevocable, perpetual,
       nonexclusive, worldwide, royalty-free right and license to (1) use, exe
Description: An independent contractor is a person or business who performs services for another person under an express or implied agreement and who is not subject to the other's control, or right to control, the manner and means of performing the services. The person who hires an independent contractor is not liable to others for the acts or omissions of the independent contractor. An independent contractor is distinguished from an employee, who works regularly for an employer. The exact nature of the independent contractor's relationship with the hiring party is important since an independent contractor pays their own Social Security, income taxes without payroll deduction, has no retirement or health plan rights, and often is not entitled to worker's compensation coverage. There are a number of factors which to consider in making the decision whether people are employees or independent contractors. No one factor is controlling, and the characterization of the relationship by the parties is also not controlling. One of the most important considerations is the degree of control exercised by the company over the work of the workers. An employer has the right to control an employee. It is important to determine whether the company had the right to direct and control the workers not only as to the results desired, but also as to the details, manner and means by which the results were accomplished. If the company had the right to supervise and control such details of the work performed, and the manner and means by which the results were to be accomplished, an employer-employee relationship would be indicated. On the other hand, the absence of supervision and control by the company would support a finding that the workers were independent contractors and not employees. Whether or not such control was exercised is not the determining factor, it is the right to control which is key.
PARTNER William Glover
I received my B.B.A. from the University of Mississippi in 1973 and my J.D. from the University of Mississippi School of Law in 1976. I joined the firm of Wells Marble & Hurst in May 1976 as an Associate and became a Partner in 1979. While at Wells, I supervised all major real estate commercial loan transactions as well as major employment law cases. My practice also involved estate administration and general commercial law. I joined the faculty of Belhaven College, in Jackson, MS, in 1996 as Assistant Professor of Business Administration and College Attorney. While at Belhaven I taught Business Law and Business Ethics in the BBA and MBA programs; Judicial Process and Constitutional Law History for Political Science Department); and Sports Law for the Department of Sports Administration. I am now on the staff of US Legal Forms, Inc., and drafts forms, legal digests, and legal summaries. I am a LTC and was Staff Judge Advocate for the Mississippi State Guard from 2004-2008. I now serve as the Commanding Officer of the 220th MP BN at Camp McCain near Grenada, MS. I served on active duty during Hurricanes Dennis (July, 2005), Katrina (August, 2005) and Gustav in 2008. I played football at the University of Mississippi in 1969-1971 under Coach John Vaught. I am the author of the Sports Law Book (For Coaches and Administrators) and the Sports Law Handbook for Coaches and Administrators (with Legal Forms),