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This Independent Contractor Agreement (the "Agreement") is made and entered between:

____________________________with its         business   place   at   _____________________
hereinafter referred to as “Company” and

____________________________,            an          individual            residing         at
_____________________hereinafter referred to as "Contractor".


A.      WHEREAS, Company is in the business of pro__________________________(state
B.      WHEREAS, Company desires to retain Contractor [non]exclusively for the purpose of
(state purpose), and;

In consideration of the covenants and conditions hereinafter set forth, Company and Contractor
agree as follows:

1.     TERM

This Agreement shall commence on ________________ and shall expire on ______ (the
“Term”) unless terminated earlier in accordance with Clause 15.


Subject to the terms and conditions of this Agreement, the Company is engaging Contractor, as
an independent contractor for __________________________(“Work”).


Contractor shall perform services (the "Work") for the Company as specified in Schedule "A",
attached hereto and made part hereof, which may be amended in writing from time to time, and
agreed                  to                 by                the                  Company.

4.     PAYMENT

(a)   Fees. In consideration of the services to be performed by the Contractor under this
Agreement, the Employer agrees to pay the Contractor in the amounts and in accordance with
Schedule B attached to this Agreement.
(b)    Reimbursable Expenses. The Employer shall reimburse Independent Contractor’s
reasonable travel expenses incurred in performing services pursuant to this Agreement, including
______________________________, but not including personal expenses such as lodging,
meals, cellular telephone, etc. Reimbursement will only be made upon presentation by
Contractor to the Employer of itemized receipts for expenses included with the weekly report
described in Section 2(c).

(c)    Weekly Reporting. For all weeks during which the Independent Contractor performs
services or incurs reimbursable expenses pursuant to this Agreement, he shall provide to the
Employer on a weekly basis during the Term a written report of all such hours worked and
reimbursable expenses incurred (including receipts).        The Independent Contractor’s
compensation and reimbursement is payable within 30 days following the Employer’s receipt of
the Independent Contractor’s weekly report.


(a) Contractor recognises and acknowledges that the Company possesses certain Confidential
Information that constitutes a valuable, special, and unique asset. Confidential Information shall
include all information and materials belonging to, used by, or in the possession of the Company
relating to its products, processes, services, technology, inventions, patents, ideas, contracts,
financial information, developments, business strategies, pricing, current and prospective
customers, marketing plans, and trade secrets of every kind and character,

(b) but shall not include: information that was already within the public domain at the time the
information is acquired by Contractor; or information that subsequently becomes public through
no act or omission of the Contractor.

(c) Contractor agrees that all of the Confidential Information is and shall continue to be the
exclusive property of the Company, whether or not prepared in whole or in part by Contractor
and whether or not disclosed to or entrusted to Contractor's custody. Contractor agrees that
Contractor shall not, at any time following the execution of this Agreement, use or disclose in
any manner any Confidential Information of the Company.


(a) As set forth in this section, any and all works, ideas, discoveries, inventions, patents,
products, designs, business methods or other information (collectively, the “Work Product”)
which the Contractor may conceive or make during the Term
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