Independent Contractor Agreement

This agreement made and entered into on the date last written below, by and between {BUSINESS NAME}(the "Company"), and {CONTRACTOR NAME}, an independent contractor ("Contractor"), an individual residing at {ENTER ADDRESS AND COMPANY} ("Contractor"), for the purpose of setting forth the exclusive terms and conditions by which the Company will acquire Contractor´s services on a temporary basis.

In consideration of the mutual obligations specified in this Agreement, and any compensation paid to Contractor for its services, the parties agree to the following:

Position and Compensation

The Contractor shall render services as a {POSITION} for the Company. He/She will operate within the bylaws of the Company and the goals, guidelines, budgets, directives, position description, policies and procedures now or at some later date established or approved by the President or the Board of Directors.

The Contractor shall devote {HOURS} hours per week rendering services to the Company or such reasonable time as shall be needed to render such services. The Company acknowledges that the Contractor will, during the term of this Agreement, be engaged in other business activity and will be engaged in rendering the same or similar services to other companies.

The Contractor's compensation for all services to be rendered under this Agreement shall be in {AMOUNT) for each monthly period commencing on the date last written below and payable at the end of each month or as otherwise agreed upon between the parties. The Contractor shall be reimbursed for such reasonable and authorized expenditures, such as travel and entertainment, which he may incur in promoting the business of the Company. Such authorized expenditures will be reimbursed upon presentation by the Contractor to the Company of an itemized accounting of such expenditures and receipts relating thereto in the form requested by the Company.

The Company is not obligated to issue any additional orders for work by Contractor under this Agreement. Contractor should not commence services under this Agreement until this Agreement is signed and delivered by an authorized representative of the Company.

Non-disclosure and Trade Secrets

Secure Areas

The specific technologies which shall be disclosed or otherwise made available to the Contractor, and the specific Company facility(ies) and work area(s) which shall be accessible to Contractor are identified in Exhibit A hereto. Contractor is hereby expressly prohibited from entering area(s) other than the designated area(s) without a Company escort. Any failure to adhere to this prohibition shall constitute a material breach of this Agreement.

Company Information

During the term of this Agreement and in the course of Contractor´s performance hereunder, Contractor may receive and otherwise be exposed to confidential and proprietary information relating to the Company´s business practices, strategies and technologies. Such proprietary and confidential information may include but is not limited to: confidential and proprietary information supplied to Contractor with the legend "Company Confidential and Proprietary" or equivalent; the Company´s marketing and customer support strategies; the Company´s financial information, including sales, costs, profits and pricing methods; the Company´s internal organization, employee lists, customer lists, and vendor lists; the Company´s technology, including discoveries, inventions, research and development efforts, manufacturing processes, hardware/software design and maintenance tools, product know-how and show-how; and all derivatives, improvements and enhancements to any of the above which are created or developed by Contractor under this Agreement and information of third parties as to which the Company has an obligation of confidentiality (collectively referred to as "Confidential Information").

Use of Confidential Information and Return of Company Documents

Contractor acknowledges the confidential and secret character of the Confidential Information and agrees that the Confidential Information is the sole, exclusive, and extremely valuable property of the Company. Accordingly, Contractor agrees not to reproduce any of the Confidential Information without the Company´s prior written consent, not to use the Confidential Information except in the performance of this Agreement, and not to divulge all or any part of the Confidential Information in any form to any third party, either during or after the term of this Agreement. Upon termination of this Agreement for any reason including expiration of term, Contractor agrees to cease using and to return to the Company all whole and partial copies and derivatives of the Confidential Information, whether in Contractor´s possession or under Contractor´s direct or indirect control.

Labeling of Confidential Information

The Company shall exercise reasonable care either to prominently and legibly mark all corporeal forms of Confidential Information supplied to Contractor with the legend "the Company Confidential and Proprietary" or equivalent, or to provide Contractor with written notice of the confidential nature of such information.

Third Party Information

Contractor shall not disclose or otherwise make available to the Company in any manner any confidential information received by Contractor from third parties.

Exporting Data

Notwithstanding any of the other provisions of this Agreement, Contractor agrees not to export, directly or indirectly, any U.S. source technical data acquired from the Company or any products utilizing such data to any countries outside the United States which export may be in violation of the United States Export Laws or Regulations. Nothing in this section releases Contractor from any obligation stated elsewhere in this Agreement not to disclose such data.

This NONDISCLOSURE AND TRADE SECRETS section shall survive the termination of this Agreement for any reason, including expiration of term.

Ownership of Work

Technology

Contractor shall specifically describe and identify in Exhibit A to this Agreement all technology (1) which Contractor intends to use in performing under this Agreement; (2) which is either owned solely by Contractor or licensed to Contractor with a right to sublicense; and (3) which is in existence in the form of a writing or working prototype prior to the effective date of this Agreement ("Contractor´s Background Technology").

Inventions Assignment

Contractor agrees that any and all ideas, improvements and inventions conceived, created or first reduced to practice in the performance of work under this Agreement, shall be the sole and exclusive property of the Company.

Contractor further agrees that except for Contractor´s rights in Contractor´s Background Technology, the Company is and shall be vested with all rights, title and interests including patent, copyright, trade secret, and trademark rights in Contractor´s work product under this Agreement. Contractor agrees to grant and hereby grants to the Company a non-exclusive, royalty free and worldwide right to use and sublicense the use of Contractor´s Background Technology for the purpose of developing and marketing the Company products, but not for the purpose of marketing Contractor´s Background Technology separate from the Company products.

Contractor shall execute all papers, including patent applications, invention assignments, and copyright assignments, and otherwise shall assist the Company at the Company´s expense and as reasonably shall be required to perfect in the Company the rights, title, and other interests in Contractor´s work product expressly granted to the Company under this agreement.

The OWNERSHIP OF WORK PRODUCT section shall survive the termination of this Agreement for any reason including expiration of term.

Indemnification/Release

Injuries and Damages

Contractor agrees to take all necessary precautions to prevent injury to any persons (including employees of the Company) or damage to property (including the Company´s property) during the term of this Agreement and shall indemnify and hold the Company and all its officers, agents, directors, and employees harmless against all claims, losses, expenses (including reasonable attorneys´ and expert witnesses´ fees and costs) and injuries to person or property (including death) resulting in any way from any act, omission, or negligence on the part of Contractor in the performance of failure to perform the scope of work under this Agreement, excepting only those losses which are due solely and directly to the Company´s gross negligence.

Inventions Assignment and Title

Contractor warrants that it has good and marketable title to all inventions, Confidential Information, material, or work product made, created, conceived, written, invented or provided by Contractor pursuant to the provisions of this Agreement ("Product"). Contractor further warrants that the Product shall be free and clear of all liens, claims, encumbrances or demands of third parties, including any claims by any such third parties of any right, title or interest in or to the Product arising out of any trade secret, copyright, or patent. Contractor shall indemnify, defend and hold harmless the Company and its customers from any and all liability, loss, costs, damage, judgment or expense (including reasonable attorneys´ and expert witnesses´ fees and costs) resulting from or arising in any way out of any such claims by any third parties, and/or which are based upon, or are the result of any breach of the warranties contained in this Section ("INDEMNIFICATION/RELEASE"). In the event of a breach, Contractor shall, at no additional cost to the Company, replace or modify the Product with a functionally equivalent and conforming Product, obtain for the Company the right to continue using the Product and in all other respects use its best efforts to remedy the breach. Contractor shall have no liability under this Section ("INDEMNIFICATION/RELEASE") for any Product created in accordance with detailed and specific design instructions created by the Company.

Use of Company Property

Should the Company permit Contractor to use any of the Company´s equipment, tools or facilities during the term of this Agreement, such permission will be gratuitous and Contractor shall indemnify and hold harmless the Company and its officers, directors, agents, and employees from and against any claim, loss, expense, or judgement of injury to person or property (including death) arising out of the use of any such equipment, tools or facilities, whether or not such a claim is based on its condition or on the alleged negligence of the Company in permitting its use.

Insurance

Contractor shall maintain appropriate insurance with Blanked General Liability Coverage, including Contractual Liability, Contractors Protective Liability and Personal Injury/Property Damage Coverages in a combined single limit of not less than {COVERAGE AMOUNT}.

A Certificate of Insurance indicating such coverage shall be delivered to the Company upon request. That Certificate shall indicate that the policy will not be changed or terminated without at least ten (10) day´s prior written notice to the Company, and shall also indicate that the insurer has waived its subrogation rights against the Company.

Termination

Either the Company or Contractor may terminate this Agreement in the event of a material breach of the Agreement which is not cured within thirty (30) days of written notice to the other of such breach. Material breaches include but are not limited to the filing of bankruptcy papers or other similar arrangements due to insolvency, the assignment of Contractor´s obligations to perform to third parties, or Contractor´s acceptance of employment or consulting arrangements with third parties which are or may be detrimental to the Company´s business interests.

The Company may terminate this Agreement for its sole convenience by giving a 30-day advance notice in writing to the contractor. In such event Contractor shall cease work immediately after receiving notice from the Company unless otherwise advised by the Company and shall notify the Company Inc. of costs incurred up to the termination date.

Governing Laws

Contractor warrants that all material supplied and work performed under this Agreement complies with or will comply with all applicable United States and foreign laws and regulations.

Independent Contractor

Contractor is an independent contractor, is not an agent or employee of the Company, and is not authorized to act on behalf of the Company.

Entire Agreement

This Agreement shall be deemed to express, embody and supersede all previous understandings, agreements and commitments, whether written or oral, between the parties hereto with respect to the subject matter hereof and to fully and finally set forth the entire agreement between the parties hereto. No modifications shall be binding unless stated in writing and signed by both parties hereto with the approval of the President of the Company.

In witness whereof, the parties hereto have executed this Agreement on the date last written below

The Company:

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Print Name

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Position

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Signature

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Date

Contractor:

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Print Name

_________________________________________________________________________

Position

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Company Name (if applicable)

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Signature

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Date