INDEPENDENT CONTRACTOR AGREEMENT

This agreement (the Agreement) is made and entered into as of [DATE OF AGREEMENT] (the
Effective Date) between [LEGAL NAME OF COMPANY] (the Company), a limited liability company
existing under the laws of the State of [JURISDICTION STATE] and having its principal offices
at [COMPANY'S

PRINCIPAL

PLACE

OF

BUSINESS],

and [NAME

OF

CONTRACTOR] (the

Contractor) (collectively, the Parties).

WHEREAS, the Company requests the Contractor to perform services for it and may request the
Contractor to perform other services in the future; and
WHEREAS, the Company and the Contractor desire to enter into an agreement, which will define
respective rights and duties as to all services to be performed,
WHEREAS, the Contractor affirms that he or she understands all of the provisions contained in this
Agreement, and in the case that he or she requires clarification as to one or more of the provisions
contained herein, he or she has requested clarification or otherwise sought legal guidance,
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties
hereto agree as follows:
1.0 Services. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement,
the Contractor shall provide the Company with the following services, without limitation.

Describe all of the services the contractor is expected to perform under this agreement, or

otherwise reference an attachment, addendum or appendix.

2.0 Contractor Representations and Warranties. Beginning on the Effective Date, and remaining in
effect for the duration of this Agreement, the Contractor makes the following representations and
warranties.
2.1 That he or she is fully authorized and empowered to enter into this Agreement, and that his or
her performance of the obligations under this Agreement will not violate any agreement between the
Contractor and any other person, firm or organization or any law or governmental regulation.
2.2 That he or she is more than eighteen (18) years of age and not otherwise incapacitated at the
time of the Agreement.

2.3 That he or she will notify the Company of any change(s) to the Contractors schedule that
could adversely affect the availability of the Contractor, whether known or unknown at the time of this
Agreement, no later than two (2) weeks prior to such change(s). If theContractor becomes aware of
such change(s) within the two (2) week period, the Contractor shall promptly notify the Company of
such change(s) within a reasonable amount of time.
2.4 That he or she will bear all expenses incurred in the performance of this Agreement, including
but not limited to,

list out some fees and/or expenses that the contractor may incur while performing

under this agreement.

3.0 Company Representations and Warranties. Beginning on the Effective Date, and remaining in
effect for the duration of this Agreement, the Company makes the following representations and
warranties.
3.1 That it is fully authorized and empowered to enter into this Agreement, and that its
performance of the obligations under this Agreement will not violate any agreement between the
Company and any other person, firm or organization or any law or governmental regulation.
3.2 That it is in full compliance with any and all laws and/or statutes applicable to the services
described hereunder.
4.0 Compensation. The work performed by the Contractor shall be performed at the rate set forth in
Appendix A, and not exceed the total estimated amount specified in Appendix A.
5.0 Independent Contractor Status.
5.1 The Contractor is an independent contractor of Company. Nothing contained in this
Agreement shall be construed to create the relationship of employer and employee, principal and agent,
partnership or joint venture, or any other fiduciary relationship.
5.2 The Contractor shall have no authority to act as agent for, or on behalf of, the Company, or to
represent the Company, or bind the Company in any manner.
5.3 The Contractor shall not be entitled to worker's compensation, retirement, insurance or other
benefits afforded to employees of the Company.
6.0 Confidential Information.

6.1 The Contractor and his or her employees shall not, during the time of rendering services to
the Company or thereafter, disclose to anyone other than authorized employees of the Company (or
persons designated by such duly authorized employees of the Company) or use for the benefit of the
Contractor and his or her employees or for any entity other than the Company, any information of a
confidential nature, including but not limited to, information relating to: any such materials or intellectual
property; any of the Company projects or programs; the technical, commercial or any other affairs of the
Company; or, any confidential information which the Company has received from a third party.
7.0 Intellectual Property.
7.1 The Contractor represents that all content provided by the Contractor to the Company, in
furtherance of the services described hereunder, including, without limitation, images, videos and text,
including any intellectual property, such as copyrights or trademarks (the Content), is owned solely and
legally by the Contractor.
7.2 The Contractor grants the Company a non-exclusive, transferable, sub-licensable, royaltyfree, worldwide license to use any Content in connection with the services described hereunder.
7.3 Any materials developed by the Company, making use of Content, remains the sole property
of the Company subject to all applicable laws and/or statutes.
7.4 During the course of performing under this Agreement, the Contractor and its directors,
officers, employees, or other representatives may, independently or in conjunction with the Company,
develop information, produce work product, or achieve other results for the Company in connection with
the services it performs for the Company under this Agreement. The contractor
agrees that any such information, work product, and other results, systems and information
developed by the Contractor and/or the Company in connection with such services (hereinafter referred to
collectively as the "Work Product") shall, to the extent permitted by law, be a "work made for hire" within
the definition of Section 101 of the Copyright Act (17 U.S.C. 101), and shall remain the sole and
exclusive property of Company. Note that this provision shall have no effect on the status of the
relationship between the Company and the Contractor, as set out in Section 5 above.
8.0 Liability.
8.1 The Company shall not be responsible for any costs incurred by the Contractor, including,
without limitation, any and all fees and expenses, such as those described in Section 2.4 above.
8.2 The Company makes no guarantees regarding the physical and/or mental fitness of any
Client. The Contractor shall perform the services set out in this Agreement at his or her own risk.

8.3 EXCEPT WITH RESPECT TO THE PARTIES INDEMNIFICATION OBLIGATIONS, NEITHER

PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING
BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY
ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE
AGGREGATE, INCLUDING WITHOOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF
WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.
9.0 Disclaimer of Warranty.
9.1 THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY
THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER
EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES
AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY DOES NOT
PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE
UNINTERRUPTED OR ERROR-FREE.
10.0 Indemnification.
10.1 The Contractor agrees to indemnify and hold harmless the Company, its affiliates, and its
respective officers, directors, agents and employees from any and all claims, demands, losses, causes of
action, damage, lawsuits, judgments, including attorneys fees and costs, arising out of, or relating to, the
Contractors services under this Agreement. This provision shall survive the duration of this Agreement.
10.2 The Contractor agrees to defend against any and all claims, demands, causes of action,
lawsuits, and/or judgments arising out of, or relating to, the Contractors services under this Agreement,
unless expressly stated otherwise by the Company, in writing.
11.0 Duration, Scope and Severability.
11.1 This Agreement shall take effect immediately, and shall remain in full force and effect
indefinitely, or until terminated pursuant to Section 11 of this Agreement.
11.2 The Company may terminate this Agreement for any reason upon forty-eight
(48) hours notice to the Contractor.Either party may terminate this Agreement for cause immediately
upon notice to the breaching party.
11.3 This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the
entire agreement between the Parties with respect to the subject matter of this Agreement, and

supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether
written or oral, between the Parties, preceding the date of this Agreement.
11.4 This Agreement may be amended only by written agreement duly executed by an authorized
representative of each party.
11.5 If any provision or provisions of this Agreement shall be held unenforceable for any reason,
then such provision shall be modified to reflect the parties intention. All remaining provisions of this
Agreement shall remain in full force and effect for the duration of this Agreement.
11.6 No modifications to this Agreement shall be binding upon the Company without the express,
written consent of the Company.
11.7 This Agreement shall not be assigned by either party without the express consent of the
other party.
12.0 Governing Law and Jurisdiction.
12.1 This Agreement shall be governed by and construed in accordance with the laws of the State
of [JURISDICTION STATE] without reference to any principles of conflicts of laws, which might cause
the application of the laws of another state. Any action instituted by either party arising out of this
Agreement shall only be brought, tried and resolved in the applicable federal or state courts having
jurisdiction in the State of [JURISDICTION STATE]. EACH PARTY HEREBY CONSENTS TO THE
EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL,
HAVING JURISDICTION IN THE STATE OF [JURISDICTION STATE].
13.0 Waiver of Rights.
13.1 A failure or delay in exercising any right, power or privilege in respect of this Agreement will
not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege
will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the
exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement
as of the Effective Date.

Insert signature block here.

APPENDIX A: PRICING AND COMPENSATION GUIDELINES

1.0 The services performed by the Contractor under this Agreement shall be performed at the rate
specified below, and shall not exceed the total estimated amount specified below.

Describe the complete pricing and/or compensation plan here.

2.0 The Company shall not be responsible for federal, state and local taxes derived from the Contractor's
net income or for the withholding and/or payment of any federal, state and local income and other payroll
taxes, workers' compensation, disability benefits or other legal requirements applicable to the Contractor.