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Independent Contractor Agreement
Independent Contractor Agreement
This Independent Contractor Agreement (“Agreement”) is entered into as of _______________
__, _______, by and between _________________________, with a principal place of business at
_________________________________ (“Company”), and ____________, a ____________
corporation, with a principal place of business at ________________________________________
1. Services.
1.1 Nature of Services. Contractor will perform the services, as more particularly
described on Exhibit A, for Company as an independent contractor (the Services”). The Services have
been specially ordered and commissioned by Company. To the extent the Services include materials
subject to copyright, Contractor agrees that the Services are done as “work made for hire” as that term is
defined under U.S. copyright law, and that as a result, Company will own all copyrights in the Services.
Contractor will perform such services in a diligent and workmanlike manner and in accordance with the
schedule, if any, set forth in Exhibit A. The content, style, form and format of any work product of the
Services shall be completely satisfactory to Company and shall be consistent with Company’s standards.
Except as specified on Exhibit A, Company agrees that Contractor's services need not be rendered at any
specific location and may be rendered at any location selected by Contractor. Contractor hereby grants
Company the right, but not the obligation, to use and to license others the right to use Contractor's, and
Contractor’s employees’, name, voice, signature, photograph, likeness and biographical information in
connection with and related to the Services.
1.2 Relationship of the Parties. Contractor enters into this Agreement as, and shall
continue to be, an independent contractor. All Services shall be performed only by Contractor and
Contractor's employees. Under no circumstances shall Contractor, or any of Contractor's employees, look
to Company as his/her employer, or as a partner, agent or principal. Neither Contractor, nor any of
Contractor's employees, shall be entitled to any benefits accorded to Company's employees, including
without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor shall be
responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability,
worker's compensation and other insurance, as well as licenses and permits usual or necessary for
conducting the Services.
1.3 Compensation and Reimbursement. Contractor shall be compensated and
reimbursed for the Services as set forth on Exhibit B. Completeness of work product shall be determined
by Company in its sole discretion, and Contractor agrees to make all revisions, additions, deletions or
alterations as requested by Company. No other fees and/or expenses will be paid to Contractor, unless
such fees and/or expenses have been approved in advance by the appropriate Company executive in
writing. Contractor shall be solely responsible for any and all taxes, Social Security contributions or
payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such
compensation. Contractor hereby indemnifies and holds Company harmless from, any claims, losses,
costs, fees, liabilities, damages or injuries suffered by Company arising out of Contractor's failure with
respect to its obligations in this Section 1.3.
1.4 Personnel. Contractor represents and warrants to Company that its employees
performing Services hereunder will have (a) sufficient expertise, training and experience to accomplish
the Services; and (b) executed agreements which state that (i) all work done by the employee will be a
work made for hire, as that term is defined under U.S. copyright law, and will owned by Contractor; and
(ii) the employee assigns all rights in and to all work done by the employee to Contractor. Contractor
agrees that all its personnel shall be compensated, taxes withheld, and other benefits made available as
required by applicable law and regulations. Contractor shall require all employees who perform Services
and/or have 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.
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