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A computer programmer designs software programs through building logical work flow charts, the functionality of which is translated into one of several languages that computers can understand. In the majority of cases, the computer programmer also designs a graphical user interface (GUI) so that non-technical users can run the software through easy, point-and-click, menu-oriented modules. The GUI acts as a translator between the user and underlying software code, negating the need to know the command line structure of the language.
Generally, there are five basic stages of development that a computer programmer addresses in designing software. They are defining the need, designing a flowchart, coding the software, debugging and beta testing.
Independent Contract with Computer Programmer Agreement made on the (date), between (Name of Programmer) of (street address, city, state, zip code), referred to herein as Programmer, and (Name of Company), a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, state, zip code), referred to herein as Company. 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 (specify area) (such software, including all know-how, trade secrets, copyrights, and patentable inventions, 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 subsequently to be licensed by Company to third parties. Whereas, 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 receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Programmer Services A. On the terms and conditions set forth in this Agreement, Company engages Programmer to perform the duties set forth in the attached Exhibit A initialed by both parties, 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. 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. 2. Term of Agreement The term of this Agreement shall be for (e.g., one year) 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 basis. 3. Independent Contractor Programmer is an independent contractor 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 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. 4. Compensation Company agrees to pay Programmer at the rate of $_________ 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 under this Agreement for all services performed during the term of this Agreement shall not exceed $_________. 5. 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. 6. 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 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 6 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, execute, reproduce, display, perform, distribute copies of, and prepare derivative works based on such preexisting rights and any derivative works of them; and (2) authorize others to do any or all of the foregoing. E. Programmer represents
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