Independent Contractor Agreement for Technology Development by Megadox


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									                     INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT made effective as of the _____ day of ______________, _______.


                                         (the “Client”)
                                                                          OF THE FIRST PART

                                            - and -

                                      (the “Contractor”)
                                                                       OF THE SECOND PART


A.     The Contractor is engaged in developing [insert details] (the “Developments”).

B.     The Client is willing to pay the Contractor a per diem rate to fund the Developments.

C.     The Client desires to retain the services of the Contractor and the Contractor desires to
       make his services available to the Client on the terms and conditions set forth.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual
covenants and agreements contained in this Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the
parties hereby agree as follows:

1.     The Contractor’s obligations hereunder shall be as follows:

(a)    to provide the Client with timely, up-to-date, complete and accurate reports of all
       Developments conceived, completed or put into practice (whether solely by the
       Contractor or jointly with others) during the term of this Agreement;

(b)    unless the Client provides the Contractor with written notice that any such Development
       is not commercially viable, to assign to the Client or Client’s designee the Contractor’s
       entire right, title and interest in and to all such Developments and all copyrights in such
       Developments and in and to any patent applications filed and patents granted thereon,
       both domestic and foreign, and during the term of this Agreement and thereafter to
       execute any patent documents in respect of such Developments as well as any further and
       other documents that the Client may consider necessary or helpful in obtaining or
       maintaining said patents during the prosecution of patent applications thereon or during
       the conduct of any interference, litigation, or any other matter in connection therewith; all

       expenses incident to the filing of such applications, the prosecution thereof and the
       conduct of any such interference, litigation, or other controversy shall be borne by the

(c)    in the case of any such Development that the Client determines is not commercially
       viable (written notice thereof having been provided to Contractor), the Contractor shall
       not assign its right, title, copyright or interest in and to such Development to any third
       party, nor shall the Contractor file any patent applications thereon without first giving the
       Client notice in writing of its intention to do so. The Client shall thereupon have the
       option, within ____ business days of receiving such notice, to take an assignment of all of
       the Contractor’s right, title, copyright and interest in and to such Development. If the
       Client fails to exercise such option within such ___-day period, the Client shall be
       deemed not to have exercised its option and the Contractor shall be free to proceed as set
       out in its notice, provided, however, that if the Contractor has not so proceeded within a
       period of ______ days following the deemed or actual decline of the Client to exercise
       such option, the provisions of this paragraph shall apply again from time to time;

(d)    not to use any confidential information relating to the business and affairs of the Client
       for any purpose other than for the benefit of the Client, and not to directly or indirectly
       disclose any of such confidential information either orally, in writing or otherwise at any
       time either during the term of this Agreement or at any time thereafter without the
       express written consent of the Client; and

(e)    to deliver to the Client, promptly upon request or upon the termination or expiry of this
       Agreement, all documents and other materials, together with all copies thereof, in the
       possession of the Contractor pertaining to the business and affairs of the Client,
       including, but not limited to, confidential information of the Client, whether such
       documents and materials were provided to the Contractor by the Client or by a third

2.     The Client’s obligations hereunder shall be as follows:

(a)    to pay the Contractor $_________ per diem for each day during the term of this
       Agreement on which the Contractor is engaged in developing the Developments; and

(b)    in the event that the Client concludes that any Development is commercially viable, to
       pay to the Contractor a royalty to be agreed upon in respect of each sale by the Client of
       the Developments. Such royalty shall be based on the net selling price of such

3.      The Contractor shall, during the term of this Agreement, use its best efforts to promote
the interests and welfare of the Client.

4.     The parties hereto agree that the Contractor shall bear all expenses in connection with the
provision of its services under this Agreement, including, without limitation, income and other
taxes, [worker’s compensation remittances, [unemployment insurance premiums], [required
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