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INDEPENDENT CONTRACTOR AGREEMENT

This Agreement dated this ______ day of __________________, 2004, is executed by and between COMPANY X, Inc. ("Company"), located at ______, CA 94005, and __________________________ ("Contractor"), located at ___________________________ ___________________________________________________________________________. WHEREAS, Company seeks to engage Contractor to accomplish the objectives described on Exhibit A hereto; WHEREAS, Contractor possesses the requisite skills, training and experience to perform the services called for under this Agreement, and wishes to perform the services based on the terms and conditions herein; and WHEREAS, based on the nature of the relationship that the parties intend to establish, Company hereby engages Contractor as an independent contractor. NOW, THEREFORE, in consideration of the mutual promises and covenants of the parties as herein contained, the parties hereto agree and contract as follows: 1. Company hereby engages Contractor to accomplish the objectives described in Exhibit A hereto, which can be amended from time to time in accordance with Paragraph 14 hereof. 2. The original term of this Agreement shall be the ____-month period commencing on the ____ day of _______________, 2004. This Agreement may be renewed for additional ___-month periods by mutual agreement of the parties hereto. 3. Contractors fees for services provided under this Agreement shall be ______________________________________, unless otherwise specified in Exhibit A hereto. Company shall have no obligation to pay a fee prior to receipt of an invoice from Contractor requesting payment of the same. Company will not reimburse Contractor for any expenses incurred in connection with the performance of services hereunder unless otherwise agreed by Company in writing. 4. Company enters into this Agreement based on Contractor's demonstrated ability to accomplish the objectives described in Exhibit A hereto. Consequently, Company will not provide Contractor with any training

or instructions with respect to the services to be provided hereunder. Similarly, except as provided in Exhibit A Contractor is responsible for providing any equipment, materials or supplies that Contractor determines is necessary to accomplish an objective. 5. Consistent with the parties intent that the relationship created by this Agreement be that of service recipient and independent contractor, Contractor shall retain the exclusive right to control and direct all details of the services that Contractor performs hereunder, including, where, when and how the services are to be performed. Contractors failure to accomplish an objective described on Exhibit A by the applicable deadline, however, shall constitute a material breach of this Agreement, unless Company agrees, in accordance with Paragraph 20ereof, to an extended deadline. 6. Contractor (and its employees, if any) shall not be eligible to participate in any benefit programs that Company now or hereafter maintains for its employees and, in the event Contractor (and its employees, if any) for any reason were to become eligible to participate in a Company-sponsored benefit program, Contractor hereby waives any such right to participate in the program. This waiver of any right to participate in Company-sponsored employee benefit programs represents a material component of the terms of compensation agreed to by these parties and is not in any way conditioned on any representation or assumption concerning status of Contractor (and its employees, if any) with respect to the Company as an employee or independent contractor. 7. For all purposes, including but not limited to the Federal Insurance Contributions Act ("FICA"), the Social Security Act, the Federal Unemployment Tax Act ("FUTA"), income tax withholding and any and all other federal, state and local laws, rules and regulations, Contractor (and its employees, if any) shall be treated as an independent contractor and not as an employee with respect to Company. 8. Contractor acknowledges and agrees that Contractor shall be responsible (as a self-employed individual) for filing all tax returns, tax declarations and tax schedules, and for the payment of all taxes required, when due, with respect to any and all compensation earned by Contractor under this Agreement. Company will neither pay unemployment taxes on, nor withhold employment taxes from, any compensation it pays Contractor. Rather, Company will report the amounts it pays Contractor on IRS Forms 1099, to the extent required to do so under applicable Internal Revenue Code provisions. 2

9. Contractor shall have the right to engage others to assist in the accomplishment of the objectives described in Exhibit A hereto. Contractor shall be solely responsible for (a) complying with all applicable employment and labor laws with respect to any assistants it engages, (b) paying all compensation owed to such assistants, and (b) paying, and/or withholding and remitting to the appropriate government agency, any applicable employment taxes that might be owed with respect to such compensation. Contractor also shall indemnify and hold Company harmless against any and all liabilities attributable to the obligations imposed on Contractor under this Paragraph 9. This Paragraph 9 shall survive the termination of this Agreement. 10. Contractor agrees that all work provided to, or created or prepared for, Company in connection with this Agreement, including but not limited to all layouts, sketches, copy, keylines, mechanicals, production artwork, computer files and other pre-production concepts, Company internet and intranet desCompany Xs, web desCompany Xs, and ideas or materials shall be work made for hire under United States Copyright law and shall be owned and treated as authored by Company. Company shall the right to obtain from Contractor or by direct application, and to hold in its own name, copyrights, trademark registrations, patents, or whatever other protection Company may deem appropriate to the subject matter. Contractor warrants and represents that no work provided to Company under this Agreement is provided in violation of any ownership rights, copyright protections or other legal protections of another. To the extent that title to any works may not, by operation of law, vest in Company, or such works may not be considered work made for hire, or to the extent Contractor may be entitled to claim any ownership interest in the work product, Contractor irrevocably transfers, grants, conveys, assCompany Xs, and relinquishes exclusively to Company all rights, title, and interest, including the copyright, therein without further consideration. All such materials shall belong exclusively to Company, with Company having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate, and any extensions and renewals thereof. Contractor agrees to give Company and any person desCompany Xated by Company reasonable assistance, at Companys expense, in perfecting these rights and agrees to promptly execute and deliver such documents as may be requested at any time by Company to accomplish the transfer of such rights, titles or interest to Company. 11. Definition of Confidential Information. In this Agreement, Confidential Information shall mean (a) any technical and non-technical information related to the Companys business and current, future and proposed products and services of Company, including for example and without limitation, Company Innovations, Company Property (as defined in Section 11.3 (Ownership and Return of Confidential Information and Company Property)), 3

and Companys information concerning research, development, desCompany X details and specifications, financial information, procurement requirements, engineering and manufacturing information, customer lists, business forecasts, sales information and marketing plans and (b) any information that may be made known to Contractor and which Company has received from others that Company is obligated to treat as confidential or proprietary. 11.1. Nondisclosure and Nonuse Obligations. Except as permitted in this Section, Contractor shall not use, disseminate or in any way disclose the Confidential Information. Contractor may use the Confidential Information solely to perform Project AssCompany Xment(s) for the benefit of Company. Contractor shall treat all Confidential Information with the same degree of care as Contractor accords to Contractors own confidential information, but in no case shall Contractor use less than reasonable care. If Contractor is not an individual, Contractor shall disclose Confidential Information only to those of Contractors employees who have a need to know such information. Contractor certifies that each such employee will have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions at least as protective as those terms and conditions applicable to Contractor under this Agreement. Contractor shall immediately give notice to Company of any unauthorized use or disclosure of the Confidential Information. Contractor shall assist Company in remedying any such unauthorized use or disclosure of the Confidential Information. Contractor agrees not to communicate any information to Company in violation of the proprietary rights of any third party. 11.2. Exclusions from Nondisclosure and Nonuse Obligations . Contractors obligations under Section 11.1 (Nondisclosure and Nonuse Obligations) shall not apply to any Confidential Information that Contractor can demonstrate by written documentation (a) was in the public domain at or subsequent to the time such Confidential Information was communicated to Contractor by Company through no fault of Contractor; (b) was rightfully in Contractors possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated to Contractor by Company; or (c) was developed by employees of Contractor independently of and without reference to any Confidential Information communicated to Contractor by Company. A disclosure of any Confidential Information by Contractor (a) in response to a valid order by a court or other governmental body or (b) as otherwise required by law shall not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that Contractor shall provide prompt prior written notice thereof to Company to enable Company to seek a protective order 4

or otherwise prevent such disclosure and Contractor shall fully cooperate with Company in seeking such protective order or prevention of disclosure. 11.3. Ownership and Return of Confidential Information and Company Property. All Confidential Information and any materials (including, without limitation, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, desCompany Xs and lists) furnished to Contractor by Company, whether delivered to Contractor by Company or made by Contractor in the performance of services under this Agreement and whether or not they contain or disclose Confidential Information (collectively, the Company Property), are the sole and exclusive property of Company or Companys suppliers or customers. Contractor agrees to keep all Company Property at Contractors premises unless otherwise permitted in writing by Company. Within five (5) days after any request by Company, Contractor shall destroy or deliver to Company, at Companys option, (a) all Company Property and (b) all materials in Contractors possession or control that contain or disclose any Confidential Information. Contractor will provide Company a written certification of Contractors compliance with Contractors obligations under this Section. 12. Observance of Company Rules. At all times while on Companys premises, Contractor will observe Companys rules and regulations with respect to conduct, health, safety and protection of persons and property. 13. No Conflict of Interest. During the term of this Agreement, Contractor will not accept work, enter into a contract or accept an obligation inconsistent or incompatible with Contractors obligations, or the scope of services to be rendered for Company, under this Agreement. Contractor warrants that, to the best of Contractors knowledge, there is no other existing contract or duty on Contractors part that conflicts with or is inconsistent with this Agreement. Contractor agrees to indemnify Company from any and all loss or liability incurred by reason of the alleged breach by Contractor of any services agreement with any third part 14. Contractor reserves the right to, and intends to, perform services for others, so long as the performance of such services does not interfere with the performance of services hereunder. 15. Neither party hereto may terminate this Agreement unless the party first provides the other party with _____ days advance written notice. In the case of a material breach of this Agreement by one party, however, the other party shall have the right to terminate this Agreement immediately by providing the breaching party with a notice of termination. The termination 5

shall be effective at the time the notice is received by the breaching party. 16. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California. Any and all disputes arising out of, or relating to the performance of services contracted for under, this Agreement, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, or any successor thereto then prevailing. Such arbitration shall be final and binding upon the parties, and shall be the sole and exclusive remedy of the parties with respect to any dispute arising out of, relating to, or resulting from the interpretation of the terms of this Agreement, or any breach thereof. The costs of such arbitration shall be borne equally by the parties. This Paragraph 14 shall survive the termination of this Agreement. 17. This Agreement shall constitute the entire written agreement between the parties, and shall supersede any and all agreements or understandings in effect between the parties hereto. Neither this Agreement nor Exhibit A hereto may be modified except by written agreement executed by the parties hereto. 18. If any provision of this Agreement is found, held or deemed to be void, unlawful or unenforceable under any applicable statute or other controlling law, the remainder of this Agreement shall continue in full force and effect. 19. No breach of any provision hereof can be waived unless in writing. Waiver of any breach of any provision hereof shall not be deemed to be a waiver of any other breach of the same, or any other provision. 20. Any notice required or permitted under this Agreement shall be in writing and sent to the other party by first class mail at the address first set forth above, or to such other address as a party hereto may specify in writing.

IN WITNESS WHEREOF, the parties hereto Agreement on the day and year first above written. COMPANY X Entertainment, Inc. By:______________________________ Name:____________________________ Title:____________________________

have

executed

this

[CONTRACTOR] _________________________________ Name: ___________________________ TIN(SS#):____________________________

Exhibit A
Description of services to be performed by Contractor under an Independent-Contractor Agreement entered into by the parties dated ________________. Another memorandum or document defining the services, timeframe and associated fees can replace this template. OBJECTIVE FEE _____________ _____________ _____________ _____________ _____________ _____________ DUE DATE
(IF APPLICABLE)

_____________________________ _____________________________ _____________________________ _____________________________ _____________________________ _____________________________ EQUIPMENT 1. 2. 3.


AND/OR

_____________ _____________ _____________ _____________ _____________ _____________

MATERIALS PROVIDED:

Contractor represents that he/she has inspected the equipment or materials provided by COMPANY X and that it is in good working condition and performance is compatible with the specifications required to complete work required. Contractor acknowledges that he/she is responsible for any damage to, or loss any of the equipment while in possesion or control of the Contractor. Contractors final payment of fees will only by paid upon the return of any and all equipment supplied by COMPANY X hereunder. In the event of any damage to or loss of the equipment, Contractor acknowledges that any outstanding fees will serve as an offset to the damage or loss.

IN WITNESS WHEREOF, the parties hereto have executed this Attachment A to that certain Agreement entered into by these parties dated ____________________, 2004. COMPANY X, INC. By: Name: Title: Date: _______________________ _______________________ _______________________ _______________________ CONTRACTOR By: Name: Date: _______________________ _______________________ _______________________