Independent Contract with Computer Programmer by pellcity27


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									                 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

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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