independent contractor agmt for company

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performed $er!ices hereunder to sign a copy of the form attached hereto as "#hibit C and Contractor shallforward copies of all of such forms to Company within fi!e (5) days of e#ecuting the Agreement and*or within fi!e (5) days of assigning a new employee to perform $er!ices hereunder

'. Protection o" Company Con"i%entia# In"ormation.

2.1 Con"i%entia# In"ormation. Company now owns and will hereafter de!elop,compile and own certain proprietary techni-ues, trade secrets, and confidential information which ha!egreat !alue in its business (collecti!ely, “Company In"ormation”) Company will be disclosing CompanyInformation to Contractor during Contractors performance of the $er!ices Company Information includesnot only information disclosed by Company, but also information de!eloped or learned by Contractor during Contractors performance of the $er!ices Company Information is to be broadly defined andincludes all information which has or could ha!e commercial !alue or other utility in the business in whichCompany is engaged or contemplates engaging or the unauthori6ed disclosure of which could bedetrimental to the interests of Company, whether or not such information is identified by Company yway of e#ample and without limitation, Company Information includes any and all information concerningdisco!eries, de!elopments, designs, impro!ements, in!entions, formulas, software programs, processes,techni-ues, &now1how, data, research techni-ues, customer and supplier lists, mar&eting, sales or other financial or business information, scripts, and all deri!ati!es, impro!ements and enhancements to any of theabo!e Company Information also includes li&e third1party information which is in Companys possessionunder an obligation of confidential treatment

2.2 Protection o" Company In"ormation. Contractor agrees that at all times duringor subse-uent to the performance of the $er!ices, Contractor will &eep confidential and not di!ulge,communicate, or use Company Information, e#cept for Contractors own use during the Term of thisAgreement to the e#tent necessary to perform the $er!ices Contractor further agrees not to cause thetransmission, remo!al or transport of tangible embodiments of, or electronic files containing, CompanyInformation from Companys principal place of business, without prior written appro!al of Company

2.3 Eception. Contractors obligations with respect to any portion of the CompanyInformation as set forth abo!e shall not apply when Contractor can document that (i) it was in the public

domain at the time it was communicated to Contractor by Company0 (ii) it entered the public domainsubse-uent to the time it was communicated to Contractor by Company through no fault of Contractor0 (iii)it was in Contractors possession free of any obligation of confidence at the time it was communicated toContractor by Company0 or (i!) it was rightfully communicated to Contractor free of any obligation of confidence subse-uent 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 re!isions in the foregoing (together the “Materia#”), which are furnishedto Contractor by Company or which are de!eloped in the process of performing the $er!ices, or embody or relate to the $er!ices, the Company Information or the Inno!ations (as defined below), are the property of Company, and shall be returned by Contractor to Company promptly at Companys re-uest together with

any copies thereof, and in any e!ent promptly upon e#piration or termination of this Agreement for anyreason Contractor is granted no rights in or to such 7aterials, the Company Information or theInno!ations, e#cept as necessary to fulfill its obligations under this Agreement Contractor shall not use or disclose the 7aterials, Company Information or Inno!ations to any third party

*. Prior +no,#e%ge an% Re#ation$ip.

3.1 Prior Invention an% Innovation. Contractor has disclosed on "#hibit 8, acomplete list of all in!entions or inno!ations made by Contractor prior to commencement of the $er!icesfor Company and which Contractor desires to e#clude from the application of this Agreement Contractor

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will disclose to Company such additional information as Company may re-uest regarding such in!entionsor inno!ations to enable Company to assess their e#tent and significance Company agrees to recei!e andhold all such disclosures in confidence

3.2 Ot$er Commitment. "#cept as disclosed on "#hibit 8 to this Agreement,Contractor has no other agreements, relationships or commitments to any other person or entity which

conflict with Contractors obligations to Company under this Agreement Contractor agrees not to enter intoany agreement, either written or oral, in conflict with this Agreement

-. Aignment o" Contractor Invention an% Copyrig$t.

4.1 Dic#o!re. Contractor will promptly disclose in writing to Company all wor&s, products, disco!eries, de!elopments, designs, inno!ations, impro!ements, in!entions, formulas, processes,techni-ues, &now1how and data (whether or not patentable, and whether or not at a commercial stage, or registrable under copyright or similar statutes) which are authored, made, concei!ed, reduced to practice or learned by Contractor (either alone or %ointly with others) during the period Contractor pro!ides the$er!ices as a result of performing the $er!ices including any concepts, ideas, suggestions and approachesrelated thereto or contained therein (collecti!ely, the “Innovation”)

4.2 Aignment. Contractor hereby assigns and agrees to assign to Company, withoutroyalty or any other consideration e#cept as e#pressly set forth herein, all worldwide right, title and interestContractor may ha!e or ac-uire in and to (i) all 7aterials0 (ii) all Inno!ations (iii) all worldwide patents, patent applications, copyrights, mas& wor& rights, trade secrets rights and other intellectual property rightsin any Inno!ations0 and (i!) any and all “moral rights” or right of “droit moral” (collecti!ely “Mora#Rig$t”), that Contractor may ha!e in or with respect to any Inno!ations To the e#tent any 7oral 9ightsare not assignable, Contractor wai!es, disclaims and agrees that Contractor will not enforce such 7oral9ights Contractor agrees that such assignment shall e#tend to all languages and including the right toma&e translations of the 7aterials and Inno!ations Additionally, Contractor agrees, at no charge toCompany, but at Companys sole e#pense, to sign and deli!er to Company (either during or subse-uent toContractors performance of the $er!ices) such documents as Company considers desirable to e!idence theassignment of all rights of Contractor, if any, described abo!e to Company and Companys ownership of

such rights and to do any lawful act and to sign and deli!er to Company any document necessary to applyfor, register, prosecute or enforce any patent, copyright or other right or protection relating to anyInno!ations in any country of the world

4.3 Po,er o" Attorney. Contractor hereby irre!ocably designates and appoints eachof Company and its $ecretary as Contractors agent and attorney1in1fact, to act for and in Contractors behalf and stead, for the limited purpose of e#ecuting and filing any such document and doing all other lawfully permitted acts to further the prosecution, issuance and enforcement of patents, copyrights or other protections which employ or are based on Inno!ations with the same force and effect as if e#ecuted anddeli!ered by Contractor

4.4 Repreentation an% arrantie Contractor represents and warrants to

Company that (a) Contractor has full power and authority to enter into this Agreement including all rightsnecessary to ma&e the foregoing assignments to Company0 that in performing under the Agreement0 (b)Contractor will not !iolate the terms of any agreement with any third party0 and (c) the $er!ices and anywor& product thereof are the original wor& of Contractor, do not and will not infringe upon, !iolate or misappropriate any patent, copyright, trade secret, trademar&, contract, or any other publicity right, pri!acy right, or proprietary right of any third party Contractor shall defend, indemnify and holdCompany and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and e#penses (including reasonable attorneys fees)arising from any claim, action or proceeding based upon or in any way related to Contractors, or

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Contractors employees, breach or alleged breach of any representation, warranty or co!enant in thisAgreement, and*or from the acts or omissions of Contractor or Contractors employees

/. Termination o" Agreement.

5.1 Term. This Agreement shall be effecti!e from the date first listed abo!e for the

period set forth on "#hibit A, or until completion of the $er!ices, as applicable, unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (“Term”) This Agreement isterminable by either party at any time, with or without cause, effecti!e upon notice to the other party If Company e#ercises its right to terminate the Agreement, any obligation it may otherwise ha!e under thisAgreement shall cease immediately, e#cept that Company shall be obligated to compensate Contractor for wor& performed up to the time of termination If Contractor e#ercises its right to terminate the Agreement,any obligation it may otherwise ha!e under this Agreement shall cease immediately Additionally, thisAgreement shall automatically terminate upon Contractors death In such e!ent, Company shall beobligated to pay Contractors estate or beneficiaries only the accrued but unpaid compensation ande#penses due as of the date of death

5.2 Contin!ing Oigation o" Contractor. The pro!isions of $ections .. (asrelates to creation and ownership of copyright), .2, ./, 2, /, :, 52, and 4 shall sur!i!e e#piration or termination of this Agreement for any reason

0. A%%itiona# Proviion.

6.1 Go verning a, an% Attorney2 3ee. This Agreement shall be go!erned by andconstrued in accordance with the laws of the $tate of California, without regard to its choice of law principles The parties consent to e#clusi!e %urisdiction and !enue in the federal and state courts sitting in;range County, California In any action or suit to enforce any right or remedy under this Agreement or tointerpret any pro!ision of this Agreement, the pre!ailing party shall be entitled to reco!er its reasonableattorneys fees, costs and other e#penses

6.2 4in%ing E""ect. This Agreement shall be binding upon, and inure to the benefit of,

the successors, e#ecutors, heirs, representati!es, administrators and permitted assigns of the parties heretoContractor shall ha!e no right to (a) assign this Agreement, by operation of law or otherwise0 or (b)subcontract or otherwise delegate the performance of the $er!ices without Companys prior written consentwhich may be withheld as Company determines in its sole discretion Any such purported assignment shall be !oid

6.3 Severa&i#ity. If any pro!ision of this Agreement shall be found in!alid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intentof the parties

6.4 Entire Agreement. This Agreement, including the "#hibits, constitutes the entireunderstanding and agreement of the parties with respect to its sub%ect matter and supersedes all prior and

contemporaneous agreements or understandings, inducements or conditions, e#press or implied, written or oral, between the parties

6.5 In5!nctive Re#ie". Contractor ac&nowledges and agrees that in the e!ent of a breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm andwill therefore be entitled to in%uncti!e relief to enforce this Agreement

6.6 Contractor2 Reme%y Contractors remedy, if any, for any breach of thisAgreement shall be solely in damages and Contractor shall loo& solely to Company for reco!er of suchdamages Contractor wai!es and relin-uishes any right Contractor may otherwise ha!e to obtain in%uncti!e

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or e-uitable relief against any third party with respect to any dispute arising under this AgreementContractor shall loo& solely to Company for any compensation which may be due to Contractor hereunder

6.7 Agency. Contractor is not Companys agent or representati!e and has noauthority to bind or commit Company to any agreements or other obligations

6.8 Amen%ment an% aiver. Any term or pro!ision of this Agreement may beamended, and the obser!ance of any term of this Agreement may be wai!ed, only by a writing signed by the party to be bound The wai!er by a party of any breach or default in performance shall not be deemed toconstitute a wai!er of any other or succeeding breach or default The failure of any party to enforce any of the pro!isions hereof shall not be construed to be a wai!er of the right of such party thereafter to enforcesuch pro!isions

6.9 Time Contactor agrees that time is of the essence in this Agreement

6.10 Notice. Any notice, demand, or re-uest with respect to this Agreement shall be inwriting and shall be effecti!e only if it is deli!ered by personal ser!ice, by air courier with receipt of deli!ery, or mailed, certified mail, return receipt re-uested, postage prepaid, to the address set forth abo!e

$uch communications shall be effecti!e when they are recei!ed by the addressee0 but if sent by certifiedmail in the manner set forth abo!e, they shall be effecti!e fi!e (5) days after being deposited in the mailAny party may change its address for such communications by gi!ing notice to the other party inconformity with this section

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E78I4IT ADecription o" Service

Independent Contractor Agreement between Company Company, a California corporation (“Company”),and ________________ (“Contractor”) dated as of _________ ___, ________

Service to &e provi%e% &y Contractor<

Additional $er!ices may be added by parties by mutual agreement in writing

Term o" Agreement9 Completion of $er!ices

or: pro%!ct to &e %e#ivere% &y Contractor (Chec& bo#es as applicable, and set forth details as desired in space pro!ided)<

G H ;ral recommendations*reports

G H ritten reportsG H 8aily

G H ee&lyG H 7onthlyG H 'pon CompletionG H ;ther<

G H $oftwareG H $ource codeG H ;b%ect code

G H 8iagrams, drawings, schematics, etc

G H +otes, 8rafts, or&ing apers, etc

Sc$e%!#e "or Comp#etion o" Service9

Company In"ormation (a %e"ine% in Section '.# o" t$e In%epen%ent Contractor Agreement) may &e !ti#i;e%9

G H ;nly at Companys business premises

G H At Contractors business premises pro!ided that appropriate confidentiality procedures and arrangementsare obser!ed

G H ;ther<

Exhibit A Page 1 of 1

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E78I4IT 4Payment

Independent Contractor Agreement between Company Company, a California corporation(“Company”), and ________________ (“Contractor”) dated as of _________ ___, ________

CompenationCompany shall pay Contractor _______________ 8ollars (J______) which shall be due and payable toContractor __________________________

Epene

Exhibit B Page 1 of 1

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E78I4IT C3orm o" Con"i%entia#ity an% or: "or 8ire Agreement

The undersigned (“Indi!idual”) has sought employment (or continued employment as the case may be) with _______________ (“Consultant”), and Consultant has offered to engage (or continue theengagement of) the ser!ices of Indi!idual on terms, including as to compensation, that are satisfactory to

both, and for a period terminable at will by either party0 and

In connection with such relationship, Company wishes to ha!e Indi!idual pro!ide certainser!ices for the benefit of a client of Consultant, _____________________ (“Company”)0

+; T="9"?;9", in consideration of the mutual co!enants and benefits containedherein (eg, Indi!idual being permitted to wor&, at least for some period, on the Companyaccount), the parties agree as follows<

. Confidential Information Indi!idual ac&nowledges that through the relationshipdescribed herein, Indi!idual will obtain access to certain “Confidential Information” regarding the business affairs of Company or its affiliates, including without limitation information relating todisco!eries, de!elopments, designs, impro!ements, in!entions, formulas, software programs, processes, techni-ues, &now1how, data, research techni-ues, customer and supplier lists,mar&eting, sales or other financial or business information, scripts, any all deri!ati!es,impro!ements and enhancements to any of the abo!e, and other proprietary information of asimilar nature Confidential Information shall not include any information which (a) at the time of disclosure, is in the public domain through no fault of Indi!idual0 (b) Indi!idual can show was inits possession at the time of disclosure or is independently deri!ed or de!eloped by Indi!idual, andwas not ac-uired, directly or indirectly, from Company0 or (c) was recei!ed by Indi!idual from athird party ha!ing the legal right to transmit the same It is agreed that all such ConfidentialInformation is special, uni-ue and an asset owned solely by Company

2 Co!enant of +on18isclosure Indi!idual agrees that Indi!idual will retain allConfidential Information in confidence0 not disclose any Confidential Information to any third party without Companys permission0 not use any Confidential Information for any purpose other than performing Indi!iduals duties as a Company employee on behalf of Company0 useIndi!iduals best efforts to limit access to Confidential Information to those who ha!e a need to&now the information for the business purposes of Company0 return all tangible ob%ects and copiesthereof containing Confidential Information to Company upon re-uest by the Company or Company0 and upon termination of the Indi!iduals relationship with the Company or upontermination of the relationship between the Company and Company, not duplicate anyConfidential Information without prior appro!al from the Company0 and honor Indi!iduals promises under this Agreement both during and after the employment relationship

+otwithstanding the pro!isions of this aragraph, Indi!idual shall not be deemed in !iolation of this aragraph for disclosing Confidential Information pursuant to a subpoena or court order, pro!ided that Indi!idual pro!ides Company with reasonable prior notice of such subpoena or court order so that Company may challenge such subpoena or court order

/ ;wnership of Creations Indi!idual agrees that all de!elopments, ideas,copyrightable creations, wor&s of authorship, and other contributions (herein collecti!ely referredto as “Creations”), whether or not copyrighted or copyrightable, concei!ed, made, de!eloped,

Exhibit C Page 1 of 1

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created or ac-uired by Indi!idual, either indi!idually or %ointly, during any employment by or under any agreement with Consultant and which relate in any manner to the Indi!iduals wor& for Company on Consultants behalf (regardless of the e#tent de!eloped at Company facilities, atIndi!iduals home, or elsewhere), shall be deemed to be a wor& made for hire initially owned byConsultant (sub%ect to Consultants obligation to assign it to Company) To the e#tent that this pro!ision does not effecti!ely transfer such rights, Indi!idual does hereby sell, assign, and transfer to the Company Indi!iduals entire right, title and interest (worldwide) in and to such Creationsand all intellectual property rights thereto

: $e!erability0 Assignability If any term or pro!ision of this agreement or itsapplication thereof to any person or circumstance shall be deemed in!alid or unenforceable, theremainder of the agreement shall not be affected thereby, and each term and pro!ision of thiscontract shall be !alid and enforceable to the fullest e#tent permitted by law The co!enants andagreements contained herein shall be assignable to, inure to the benefit of and may be enforced bythe successors and assigns of the Company and Company

INDI


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E78I4IT DPrior Invention an% Con"#icting Re#ation$ip

1. Prior Innovation. "#cept as set forth below, I ac&nowledge at this time that I ha!e notmade or reduced to practice (alone or %ointly with others) any in!entions or inno!ations rele!ant to any$er!ices under this Agreement (if none, so state)<

'. Con"#icting Re#ation$ip. "#cept as set forth below, I ac&nowledge that I ha!e no other current or prior agreements, relationships or commitments which conflict with my relationship withCompany under this Agreement (if none, so state)<

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Exhibit D Page 1 of 1

3KK:5K23.3KK:5K23.

independent contractor agmt for company

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