USA Programmer Subcontract by Megadox

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									                               PROGRAMMER SUBCONTRACT

THIS AGREEMENT made effective as of the ____ day of ___________, _____. (the "Agreement")

                                               BETWEEN:

                          _______________________ (insert name of corporation)
                          _________________________ (insert complete address)
                                         (the "Corporation")

                                                 -AND-

                          _______________________ (insert name of programmer)
                           _________________________ (insert complete address)
                                         (the "Programmer")

1.      SERVICES TO BE PROVIDED

1.1     The Programmer shall provide programming services required by the Corporation from time to
time in the manner determined by the Corporation in consultation with the Programmer. The parties
hereto acknowledge and agree that the Programmer is not required to provide its programming services
exclusively to the Corporation and may provide its programming services to other entities, provided the
Programmer complies with the terms of this Agreement. The Programmer represents that it is not now a
party to and shall not enter into any agreement or assignment in conflict with this Agreement.

1.2     It is understood and agreed that in entering into this Agreement and in providing its
programming services pursuant to this Agreement, the Programmer is deemed to be an independent
contractor and not under the control and supervision of the Corporation and nothing contained in this
Agreement shall contemplate or constitute the Programmer as an employee, agent, partner, or
representative of the Corporation for any purpose.

2.      FEES

2.1      The Corporation shall pay the Programmer a fee of $___________ (insert amount) per year for the
first year of this Agreement. Thereafter, the Programmer's fees shall be reviewed and set by the
Corporation on the anniversary date of this Agreement. The Programmer's fees may be changed without
affecting any provision of this Agreement.

2.2     No deductions will be made from any monies paid to the Programmer on account of income tax
and payments to the Internal Revenue Service on account of income tax are to be the sole responsibility of
the Programmer.

3.      CONFIDENTIALITY

3.1     The Programmer acknowledges that as a result of the Programmer's engagement by the
Corporation the Programmer shall have access to, be making use of, acquiring or adding to information
and knowledge, relating to the ____________________ (insert specifics) technologies of the Corporation,
which are confidential to and the exclusive property of the Corporation, (the “Confidential Information”)
and that the business of the Corporation cannot be properly protected from adverse consequences of the
actions of the Programmer other than by the restrictions set forth in this Agreement.

3.2     As material inducement to the Corporation to continue to engage the Programmer and to pay to
the Programmer fees for such services to be rendered to the Corporation by the Programmer (it being
                                                    -2-


understood and agreed by the parties that the fees shall also be paid and received in consideration), the
Programmer shall not, except with the prior written consent of the Corporation which may be withheld in
its sole and absolute discretion, at any time during the Programmer's engagement by the Corporation and
during the twelve (12) months immediately following the termination thereof, directly or indirectly
disclose, divulge, reveal, report, publish or transfer to any person or entity, deal with, exploit or use for
any purpose any of the Confidential Information which has been obtained or disclosed to the
Programmer as a result of the Programmer's engagement by the Corporation. Disclosure or use of the
Confidential Information by the Programmer in breach of this Agreement shall be deemed to cause the
Corporation irreparable harm for which damages are not an adequate remedy.

3.3     The Programmer will not manually or mechanically copy or otherwise reproduce the
Confidential Information, and in the event the Programmer ceases for any reason to be engaged by the
Corporation, the Programmer agrees forthwith upon the termination of the engagement to return to the
Corporation every copy of any Confidential Information (including all notes, records drawings,
flowcharts, descriptions, manuals, other papers, tapes, computer discs and any other media which contain
any such Confidential Information) in the possession or under the control of the Programmer at that time
or shall destroy such Confidential Information and copies as directed by the Corporation and furnish
proof of their destruction. In the event of a loss of any item containing such Confidential Information, the
Programmer shall promptly notify the Corporation in writing.

4.      PROPRIETARY RIGHTS

4.1     Any inventions, discoveries, ideas, suggestions or improvements of any kind whatsoever relating
to _______________ (insert specifics) technologies, conceived, made or developed by the Programmer while
engaged by the Corporation (whether or not conceived, made or developed during the Programmer's
regular working hours or whether or not the Programmer is specifically instructed to develop the same)
or
								
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