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Independent Contractor Agreement 1
EXHIBIT C
Form of Confidentiality and Work for Hire Agreement
The undersigned (“Individual”) has sought employment (or continued employment as the case may
be) with _______________ (“Consultant”), and Consultant has offered to engage (or continue the
engagement of) the services of Individual on terms, including as to compensation, that are satisfactory to
both, and for a period terminable at will by either party; and
In connection with such relationship, Company wishes to have Individual provide certain
services for the benefit of a client of Consultant, _____________________ (“Company”);
NOW THEREFORE, in consideration of the mutual covenants and benefits contained
herein (e.g., Individual being permitted to work, at least for some period, on the Company
account), the parties agree as follows:
1. Confidential Information. Individual acknowledges that through the relationship
described herein, Individual will obtain access to certain “Confidential Information” regarding the
business affairs of Company or its affiliates, including without limitation information relating to dis
coveries, 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, any all derivatives, improveme
nts and enhancements to any of the above, and other proprietary information of a similar nature.
Confidential Information shall not include any information which (a) at the time of disclosure, is in
the public domain through no fault of Individual; (b) Individual can show was in its possession at
the time of disclosure or is independently derived or developed by Individual, and was not
acquired, directly or indirectly, from Company; or (c) was received by Individual from a third
party having the legal right to transmit the same. It is agreed that all such Confidential
Information is special, unique and an asset owned solely by Company.
2. Covenant of Non-Disclosure. Individual agrees that Individual will retain all
Confidential Information in confidence; not disclose any Confidential Information to any third
party without Companys permission; not use any Confidential Information for any purpose other
than performing Individual’s duties as a Company employee on behalf of Company; use
Individual’s best efforts to limit access to Confidential Information to those who have a need to
know the information for the business purposes of Company; return all tangible objects and copies
thereof containing Confidential Information to Company upon request by the Company or
Company; and upon termination of the Individuals relationship with the Company or upon
termination of the relationship between the Company and Company, not duplicate any
Confidential Information without prior approval from the Company; and honor Individual’s
promises under this Agreement both during and after the employment relationship.
Notwithstanding the provisions of this Paragraph, Individual shall not be deemed in violation of
this Paragraph for disclosing Confidential Information pursuant to a subpoena or court order,
provided that Individual provides Company with reasonable prior notice of such subpoena or
court order so that Company may challenge such subpoena or court order.
3. Ownership of Creations. Individual agrees that all developments, ideas,
copyrightable creations, works of authorship, and other contributions (herein collectively referred
to as “Creations”), whether or not copyrighted or copyrightable, conceived, made, developed,
Exhibit C
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C-independent-contractor-agreement-1.doc
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