Independent Contractor Agreement

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					                       INDEPENDENT CONTRACTOR AGREEMENT

    This Agreement is made and entered into as of the ____ day of ________, 20__, by and
between _____________, referred to in this Agreement as “Contractor”, and _____________,
referred to in this Agreement as “Organization.”

                     The Contractor and the Organization agree as follows:

    1.    Engagement of Contractor.

          Subject to the terms of this agreement, the Organization engages the Contractor as an
independent contractor to perform the services provided under this agreement. The Contractor
accepts this engagement.

    2.    Compensation, Hours and location of Contractor’s services.

         a.    The Organization agrees to compensate the Contractor at the rate of $ _______ for
         each (hour other time period) of service provided by the Contractor. The Contractor shall
         submit to the Organization statements of services performed, but not more frequently
         than on a bi-weekly basis. Payment of the amounts shown on the statements shall be
         made to the Contractor as follows: (Set out here the manner of payment to the Contractor
         by the Organization)

         b.    During the term of this Agreement, the Contractor shall devote a maximum of ___
         hours each (week or month) to the performance of the Contractor’s services.

         c.    The Contractor shall perform the services required by the Organization at such
         location or locations as shall be determined by further agreement of the Contractor and
         the Organization.

         (d)   In addition to compensation payable under subsection (a) of this section, the
Organization agrees to reimburse the Contractor for all reasonable and approved out-of-pocket
expenses in providing services under this agreement. Expenses for time spent by the Contractor
in traveling to and from Organization’s premises shall not be approved and are not reimbursable.

         3.    Work Product.

         (a)   All inventions, discoveries, developments and products of research related to the
services provided by the Contractor for and on behalf of the Organization under this agreement

shall be and remain the exclusive property of the Organization. By this agreement, the Contractor
assigns all right, title and interest in the same to the Organization.

        (b)   All inventions, discoveries, developments and product of research which were
owned and controlled by the Contractor prior to the term of this agreement and used by the
Contractor in providing services to the Organization under this agreement are hereby licensed to
the Organization for use in its operations for an infinite period of time. The license is non-
exclusive and may be assigned by the Organization to any subsidiary of the Organization only
with the Contractor’s prior written approval.

        4.    Termination.       Either party may terminate this agreement at any time upon
giving seven days prior written notice to the other party. However, the Organization may
terminate this agreement immediately without prior written notice to the Contractor if the
Contractor materially breaches any provision of this agreement, is involved in criminal or civil
litigation not approved by the Organization, fails or refuses to comply with the written policies or
reasonable directive of the Organization, or is guilty of serious misconduct in connection with
the performance of this agreement.

        5.    Independent Contractor Status. It is specifically understood and agreed that the
Contractor is an independent contractor, and this agreement shall not make the Contractor an
employee, partner, agent of, or joint venturer with, the Organization for any purpose whatsoever.
The Organization shall not be responsible for withholding taxes from compensation paid to the
Contractor under this agreement. The Contractor shall have no claim against the Organization
under this agreement or otherwise for vacation pay, sick leave, retirement benefits, social
security, workers compensation, health or disability benefits, unemployment insurance benefits,
or employee benefits of any kind.

        6.    Insurance. The Contractor shall carry liability insurance, if and as required by the
Organization, related to services performed for the Organization under this agreement.

        7.    Assignment. The Contractor may not assign any of the Contractor’s services under
this agreement, or delegate performance of those services, without the prior written consent of
the Organization.

       8.    Entire Understanding and Amendment.          This agreement is the entire agreement
of the parties, and any prior agreement, understanding, and representations are terminated and
cancelled in their entirety and are of no further effect. No amendment, change, or modification of
the agreement is valid unless made in writing and signed by the parties.

       The parties to this agreement execute this agreement individually and through its
authorized representative as follows:

                                    _________________________                __________
                                    (Printed Name of Contractor)             date signed

                                    _________________________                __________
                                         (Printed Name of                    date signed
                                    Organization’s Representative)


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Description: Independent contractor agreement between individual and company or organization