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1. The Company wishes to retain the Contractor as an independent contractor to perform certain services for the Company. The Company will pay the Contractor the compensation set forth in Exhibit A for the performance of these services. 2. The Contractor agrees to perform the services described in Exhibit A attached to this Agreement. These services are to be performed in a timely and professional manner. 3. This Agreement is effective as of the date of execution by both parties and shall continue until all services have been completed by the Contractor. 4. This Agreement may be terminated by either party upon written notice to the other party. 5. Upon completion of the services, the Contractor will deliver to the Company all work product, documentation, and other materials related to the services performed under this Agreement. 6. The Contractor acknowledges that he or she is an independent contractor and not an employee of the Company. The Contractor will not be entitled to any benefits provided by the Company to its employees, including but not limited to health insurance, vacation pay, or sick pay. 7. The Contractor will be responsible for paying all taxes and other government-mandated fees associated with the performance of the services under this Agreement. 8. The Contractor will indemnify and hold harmless the Company from any and all claims, damages, liability, or expenses arising out of or in connection with the performance of the services under this Agreement. 9. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral, between the parties with respect to such subject matter. 10. This Agreement may not be amended or modified except in writing signed by both parties. 11. This Agreement shall be governed by and construed in accordance with the laws of Delaware without giving effect to any principles of conflicts of law.

Confidential Information refers to any proprietary information or trade secrets belonging to the Company that the Contractor is privy to. This may include research data, product plans, customer lists, marketing strategies, software developments, etc. The Contractor is not allowed to use this information for any other purpose than performing the Services agreed upon, and must not disclose it to any third party. All Confidential Information remains the sole property of the Company.

The contractor agrees to take all reasonable precautions to prevent the unauthorized disclosure of confidential information. Confidential information does not include information that is already known to the contractor, that becomes publicly known, or that is rightfully received from a third party. The contractor will not disclose the existence or terms of this agreement to anyone without the company's prior written approval.

The Company has a duty to maintain the confidentiality of any confidential or proprietary information it receives from third parties, and to use it only for certain limited purposes. The Contractor agrees that they owe the Company and any such third parties a duty to keep all confidential or proprietary information strictly confidential, and not to disclose it publicly or to any other person or entity, except as necessary in carrying out the Services for the Company. Any such third-party information will be considered the Company's Confidential Information for purposes of this Agreement.

1. The contractor will not bring any unpublished documents or proprietary information belonging to a third party onto the premises of the company unless consented to in writing by that party. 2. Upon the termination of this agreement, or at the request of the company, the contractor will deliver to the company all property or confidential information of the company in the contractor's possession. 3. Notwithstanding the confidentiality obligations in this section, the contractor shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and b) solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

The Contractor agrees that any software or other work product developed or produced under this Agreement, as well as any works of authorship, copyrightable material, notes, records, drawings, designs, inventions, processes, improvements, developments, discoveries, or trade secrets conceived, discovered, developed, or reduced to practice by the Contractor during the term of this Agreement, which relate in any manner to the business of the Company that the Contractor may be directed to undertake, investigate, or experiment with, or which the Contractor may become associated with in work, investigation, or experimentation in the Company's line of business in performing the Services under this Agreement, shall be the sole and exclusive property of the Company. The Contractor further agrees that he/she will not disclose any such confidential information to any third party, except as may be required by law.

The Work Product and all intellectual property rights therein and thereto are the sole property of the Company. The Contractor hereby assigns all Work Product and any copyrights, patents, or other intellectual property rights relating thereto to the Company. The Contractor hereby waives any and all rights of attribution, moral rights and similar rights wherever existing in and to any of the foregoing. Further, the Contractor agrees to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries. This assistance includes the disclosure of all pertinent information and data to the Company, as well as the execution of all applications, specifications, oaths, assignments and other instruments which the Company deems necessary in order to apply for and secure such rights.

The contractor agrees to assign and convey to the company the sole and exclusive right, title, and interest in and to any work product developed, as well as any copyrights, patents, mask work rights, or other intellectual property rights relating thereto. The contractor further agrees that their obligation to execute or cause to be executed any such instrument or papers shall continue after the termination of this agreement. If the contractor incorporates any invention, improvement, development, concept, discovery, or other proprietary information owned by the contractor or in which the contractor has an interest into any work product developed during the course of performance of the services, the contractor shall inform the company in writing before incorporating such information into the work product.

The Company hereby grants the Contractor a nonexclusive, royalty-free, perpetual, irrevocable, transferrable, sublicensable, worldwide license to use, perform, display, make, reproduce, make derivative works, import, sell, offer for sale, license, distribute, and otherwise dispose of such invention, improvement, development, concept, discovery or other proprietary information as part of or in connection with such Work Product, with the right to license such rights to others. Contractor shall not incorporate any third-party product, software (including, without limitation, open source software and freeware) or work of authorship nor any invention, process, improvement, development, concept, discovery or trade secret or other confidential or proprietary information owned by any third party into any Work Product without Companys prior written permission.

1. The contractor will perform the work assigned to them in a good and workmanlike manner, with due diligence, and in full compliance with all applicable laws. 2. If the contractor is unable, for any reason, to secure their signature on an application or registration for a patent, copyright, or other formal intellectual property protection, they hereby irrevocably designate and appoint the company and its duly authorized officers and agents as their agent and attorney-in-fact, to act for and in their behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright registrations, and other formal intellectual property protections thereon with the same legal force and effect as if executed by the contractor. 3. The contractor warrants that they will perform their obligations described herein in a good and workmanlike manner with due diligence and in full compliance with all applicable laws.

The Contractor warrants that they will comply with the terms and conditions of the Agreement, all mutually agreed to specifications and acceptance criteria, and applicable law. The Contractor further warrants that the Work Product will be original to the Contractor, that the Contractor has not previously granted and will not grant any rights in the Work Product to any third party that are inconsistent with the rights granted to Company herein, and that each of the Contractor's employees, consultants, contractors, partners, or agents who has been or will be involved in the performance of the Services has or will have signed an agreement with Contractor conveying all proprietary and intellectual property rights in or relating to the Work Product to Contractor and agreeing to maintain in confidence all trade secrets and non-Contractor proprietary information embodied in the Work Product or acquired while performing the Services or having access to Work Product.

The Contractor hereby certifies that they have no outstanding agreements or obligations that would conflict with any provisions of this Agreement, or that would preclude the Contractor from complying with their obligations under this Agreement. The Contractor further agrees to use their best efforts to repeatably and effectively design, develop, test, deliver, and document the Work Product, or any part thereof.

The agreement between the company and the contractor includes a clause that the contractor will not enter into any agreements that would conflict with this agreement. The contractor also agrees not to design anything similar to what they develop for the company during or after the agreement, and not to try and recruit any of the company's employees.

This agreement is between the Company and the Contractor. The Contractor agrees to not interfere with the Company's relationships with customers, vendors, or other entities. The Agreement will commence on the date written above and will continue until the earlier of (i) final completion of the Services or (ii) termination as provided below. The Company may terminate this Agreement upon giving fourteen (14) days prior written notice thereof to Contractor. The Company may terminate this Agreement immediately and without prior notice if Contractor refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement.

This Agreement shall be governed by the laws of the State of California and the United States of America. The Agreement shall commence on the date of full execution and shall continue in full force and effect for a period of one (1) year, and shall automatically renew for successive one (1) year terms thereafter, unless either party provides the other party with written notice of its intention not to renew at least ninety (90) days prior to the expiration of the then-current term. The Company hereby retains the services of Contractor, and Contractor hereby agrees to provide the Services to the Company, on the terms and conditions set forth in this Agreement. The "Services" shall mean those professional services to be performed by Contractor for the Company as more particularly described on Exhibit A, which is attached hereto and incorporated herein by reference. Contractor hereby represents and warrants that (i) it has the requisite skill, experience, qualifications, and resources necessary to perform the Services; (ii) it will perform the Services in a professional and workmanlike manner; and (iii) it will comply with all applicable laws, ordinances, rules, regulations, orders, and other requirements of governmental authorities in connection with its performance of the Services. Contractor hereby agrees to indemnify and hold harmless the Company, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, successors, and assigns from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Contractor's performance of the Services or any breach by Contractor of any of its representations or warranties under this Agreement. The Company will pay Contractor's invoices within thirty (30) days of receipt. If the Company disputes any invoiced amount, it will notify Contractor in writing within fourteen (14) days of receipt of the invoice, specifying the disputed amount and the reason(s) for such dispute. If the parties are unable to resolve a dispute within fourteen (14) days after receipt of such notice, then either party may submit the dispute to binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. Contractor acknowledges that nothing in this Agreement shall be construed as granting it any right or license to use any of the Company's intellectual property, including but not limited to patents, trademarks, copyrights, or trade secrets. In the event of any expiration or termination of this Agreement, Sections 2, 3, 4, 5(b), 5(c), 6(c), and 7 shall survive such expiration or termination. Additionally, upon expiration or termination of this Agreement for any reason, the Company will pay all amounts owing to Contractor for Services completed and accepted by the Company prior to such expiration or termination date and related expenses, if any.

The Contractor agrees to report all compensation received under this agreement as income, and to pay all applicable taxes on that income. The Contractor also agrees that they and any employees or contractors working for them will not receive any Company-sponsored benefits, including but not limited to paid vacation, sick leave, medical insurance, and retirement plan participation. If the Contractor is later classified as an employee by a governmental agency or court, they will only receive benefits mandated by law, even if they would otherwise be eligible for benefits under the Company's benefit plans.

The Contractor will indemnify the Company for any claims arising from the Contractor's negligence, recklessness, or intentional wrongdoing. This includes any damages, losses, or costs incurred by the Company as a result of the Contractor's breach of this Agreement. The Company and Contractor agree to arbitrate any disputes between them, except for disputes relating to intellectual property rights, which will be resolved in court.

This section of the agreement details the process for resolving disputes through arbitration. Any disputes arising from the interpretation, performance, or breach of this agreement must be settled through binding arbitration conducted in Travis County, Texas. The American Arbitration Association's rules will be followed, and the arbitrator has the authority to grant injunctions or other relief as necessary. The arbitrator's decision will be final and binding on both parties, and either party may file for a temporary restraining order or preliminary injunction in a court of competent jurisdiction if necessary. Each party will pay half of the arbitration costs, including their own attorney's fees, unless required by law to do otherwise.

The parties agree to submit any claims arising out of or relating to this agreement or the interpretation, validity, construction, performance, breach, or termination thereof, to binding arbitration, except as provided in section 10(c). This arbitration clause constitutes a waiver of the contractor's right to a jury trial and relates to the resolution of all disputes relating to all aspects of the relationship between the parties. The agreement shall be governed by the laws of the State of Texas.

-The provisions of this Agreement stipulate that the prevailing party is entitled to reasonable attorneys fees, in addition to any other relief to which that party may be entitled. -This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. -No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto. -Each party agrees that if any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and such provision shall otherwise be severed from this Agreement and the validity, legality and enforceability of the remaining provisions of this Agreement will not in any way be affected or impaired thereby.

This document is a contract between a company and a contractor. The contractor agrees not to assign or transfer any interest in this contract without the company's written consent. Any notice required by this contract must be sent to the party being notified at the address specified in the contract, and will be considered given once delivered or transmitted via facsimile or reliable international carrier service with tracking capability. This contract is only valid in the English language, and any translations of this document will not be binding on the parties. This contract may be executed in counterparts, each of which will be considered an original, but all of which taken together will constitute the same document. This contract may be executed and delivered by facsimile or PDF, which will have the same force and effect as an original.

1. Services. The contractor will provide the following services to the company: [FILL IN]. In addition, the contractor agrees to keep the company updated on its progress in performing the services, and to prepare written reports as requested by the company. 2. Compensation. The contractor will be paid $[ ] per hour, with an agreed-upon maximum of $[ ] for the entire project. 3. Term. This agreement will begin on [DATE] and end on [DATE], unless extended by mutual agreement of the parties. 4. Confidentiality. The contractor agrees to keep all information regarding the company's business confidential and not to disclose it to any third party. 5. Assignment. The contractor may not assign any rights or obligations under this agreement without the company's prior written consent. 6. Independent Contractor. The contractor is an independent contractor and is not an employee of the company. 7. Severability. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. 8. Waiver. The failure of either party to enforce any provision of this agreement will not constitute a waiver of that provision. 9. Entire Agreement. This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral, regarding its subject matter.

The person will work a maximum of [ ] hours per [period].