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Independent Contractor Agreement 1
performed Services hereunder to sign a copy of the form attached hereto as Exhibit C and Contractor shall
forward copies of all of such forms to Company within five (5) days of executing the Agreement and/or
within five (5) days of assigning a new employee to perform Services hereunder.
2. Protection of Company's Confidential Information.
2.1 Confidential Information. Company now owns and will hereafter develop,
compile and own certain proprietary techniques, trade secrets, and confidential information which have
great value in its business (collectively, Company Information”). Company will be disclosing Company
Information to Contractor during Contractor's performance of the Services. Company Information includes
not only information disclosed by Company, but also information developed or learned by Contractor
during Contractor's performance of the Services. Company Information is to be broadly defined and
includes all information which has or could have commercial value or other utility in the business in which
Company is engaged or contemplates engaging or the unauthorized disclosure of which could be
detrimental to the interests of Company, whether or not such information is identified by Company. By
way of example and without limitation, Company Information includes any and all information concerning
discoveries, developments, designs, improvements, inventions, formulas, software programs, processes,
techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other
financial or business information, scripts, and all derivatives, improvements and enhancements to any of the
above. Company Information also includes like third-party information which is in Company's possession
under an obligation of confidential treatment.
2.2 Protection of Company Information. Contractor agrees that at all times during
or subsequent to the performance of the Services, Contractor will keep confidential and not divulge,
communicate, or use Company Information, except for Contractor's own use during the Term of this
Agreement to the extent necessary to perform the Services. Contractor further agrees not to cause the
transmission, removal or transport of tangible embodiments of, or electronic files containing, Company
Information from Company's principal place of business, without prior written approval of Company.
2.3 Exceptions. Contractor's obligations with respect to any portion of the Company
Information as set forth above shall not apply when Contractor can document that (i) it was in the public
domain at the time it was communicated to Contractor by Company; (ii) it entered the public domain
subsequent to the time it was communicated to Contractor by Company through no fault of Contractor; (iii)
it was in Contractor's possession free of any obligation of confidence at the time it was communicated to
Contractor by Company; or (iv) it was rightfully communicated to Contractor free of any obligation of
confidence subsequent to the time it was communicated to Contractor by Company.
2.4 Company Property. All materials, including without limitation documents,
drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to,
deletions from, alterations of, and revisions in the foregoing (together the Materials”), which are furnished
to Contractor by Company or which are developed in the process of performing the Services, or embody or
relate to the Services, the Company Information or the Innovations (as defined below), are the property of
Company, and shall be returned by Contractor to Company promptly at Company's request together with
any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any
reason. Contractor is granted no rights in or to such Materials, the Company Information or the
Innovations, except as necessary to fulfill its obligations under this Agreement. Contractor shall not use or
disclose the Materials, Company Information or Innovations to any third party.
3. Prior Knowledge and Relationships.
3.1 Prior Inventions and Innovations. Contractor has disclosed on Exhibit D, a
complete list of all inventions or innovations made by Contractor prior to commencement of the Services
for Company and which Contractor desires to exclude from the application of this Agreement. Contractor
C-independent-contractor-agreement-1.doc
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