INDEPENDENT CONTRACTOR AGREEMENT FOR PROGRAMMING SERVICES

This Independent Contractor Agreement for Programming Services ("Agreement") is made this [DATE], BETWEEN: [PROGRAMMER NAME] (the "Programmer"), a corporation organized an d existing under the laws of the [STATE/PROVINCE], with its head office located at: AND: [DEVELOPER NAME] (the "Developer"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: RECITALS A. WHEREAS, Developer is in the business of authoring web sites and perform ing related services for clients like the Developer (“Developers”). B. WHEREAS, Developer has the needs from time to time to retain the service s of a programmer to create certain functional components to be integrated into the overall web site design. C. WHEREAS, Programmer has background and experience in performing certain programming services that may be needed by the Developer from time to time. D. WHEREAS, Developer desires to engage Programmer as an independent contra ctor to perform programming services for Developer and Programmer is willing to perform such services, on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises a nd conditions contained in this Agreement, the Parties agree as follows: 1. TERM

This Agreement shall be effective commencing [DATE], and shall continue until te rminated at the completion of the Scope of Work which shall occur no later than [DATE] or by either party as otherwise provided herein. 2. STATUS OF INDEPENDENT CONTRACTOR

This Agreement does not constitute a hiring by either party. It is the parties i ntentions that Programmer shall have an independent contractor status and not be an employee for any purposes, including, but not limited to [LAWS]. Programmer shall retain sole and absolute discretion in the manner and means of carrying ou t their activities and responsibilities under this Agreement. This Agreement sha ll not be considered or construed to be a partnership or joint venture, and the Developer shall not be liable for any obligations incurred by Programmer unless specifically authorized in writing. Programmer shall not act as an agent of the Developer, ostensibly or otherwise, nor bind the Developer in any manner, unless specifically authorized to do so in writing. 3. PROGRAMMING SERVICES

Programmer represents and warrants that it has no current commitments or obligat ions that will conflict with or otherwise interfere with or impede the performan ce of the services called for under this Agreement. medi a called for by the specifications or any work order.4 Reasonable diligence Programmer shall use reasonable diligence to promptly perform the services descr ibed herein and to meet any delivery dates or project deadlines agreed to by the parties and to provide services that are in compliance with agreed specificatio ns and project parameters. 1. Each work order shall be successi vely numbered.5 Work progress Programmer shall continually communicate with the Developer regarding progress m ade by the Programmer in performing the services. All services shall be provided in a professional and workmanlike manner and in compliance with standard industry standards and by qua lified and experienced personnel secured by the Programmer. and Programmer accepts such engagement. scripts. and all other materials. Upon request from the Develope r. 1. to perform for Developer the services described in Attachment A (the "Services"). 1. Unless the work orders specify otherwise. 1. all documentation a nd other written material relative thereto. Programm er warrants that the Services will he performed promptly.3 Deliverables. the work orders shall be subject to the terms and conditions of this Agreement. diligently and in acco rdance with all reasonable professional standards for similar services.2 Scope of Work The parties intend that this Agreement shall act as a “master” agreement and that th e terms hereof shall govern all services that are performed by the Programmer fo r the Developer. Programmer shall prepare and deliver to the Developer written reports summari zing progress in providing the services called for in this Agreement. sub ject to the terms and conditions contained herein. by the i ndividual executing this Agreement. The precise activities to be performed in each assigne d task shall be included in separate “work orders” that shall be signed by both part ies. it being the intent and desire of the parties that the Developer act as the sole liaison wit h the Developer. Specifications Programmer shall use its best efforts to meet any delivery dates for Deliverable s set forth in the work order(s). Each work order shall set forth a description and specifications of the work to be performed and the compensation to be paid to the Programmer fo r such services. unless of course the parties specifically agree that this Agree ment shall not apply in a separate written agreement signed by authorized repres entative of both parties. Deliverables shall include all computer prog ramming code (in both object and source code form). and to deliver Deliverables to Developer that conforms to any project specifications set forth in such Attachment(s). 1. .1 Engagement and Services Developer hereby engages Programmer.1.6 Exclusivity Programmer agrees that Programmer shall be prohibited from direct contact with a ny Developer without the advanced written consent of the Developer. items.

Previously created work In the event that Programmer intends or plans to integrate any work that was pre viously created by the Programmer into any work product to be created in further ance of the performance of services hereunder. to the incorporation of such items into the work product to be cr . international laws or the laws of any other country or jurisdiction.2. diagrams. Payment of Compensation Compensation relative to each work order shall be set forth in the relevant work order. executing copyright assignments irrevocably and fully assignin g all copyrights to the Developer. work in pro gress. designs. notes. patents. Expenses Developer shall not be responsible for any expenses in addition to the compensat ion set forth in any work order unless specifically agreed in such work order. The work order shall also include a payment schedule. In the event that Developer consents. improvements. customer lists. or other proprietary rights therefore in the Developer. solely or in collaboration with others. but shall not necessarily be limited to any and all deliverables resulting from the Programmer’s services or contemplated by this Agre ement. OWNERSHIP AND USE OF PROPRIETARY PROPERTY 5. Programmer shall be entitled to compensation for performing those tasks and duti es related to the Scope of Work as follows: [DESCRIBE] Such compensation shall become due and payable to Programmer in the following ti me.2. trademarks. trad e secrets. Furthermore. in its reasonab le discretion. drawings. during the period of this Agreement. Proprietary rights acknowledgment Programmer expressly acknowledges and agrees that any and all proprietary materi als created by Programmer in the scope of providing service hereunder shall be c reated as “works made for hire” as defined in the [COUNTRY] Copyright Act and that D eveloper shall be the true and lawful owner of all copyrights and other propriet ary rights in and to such items and shall be considered to be the sole and exclu sive author of such materials within the meaning of the [COUNTRY] Copyright Act. Programmer agrees to execute any and all documents and take all oth er actions necessary to vest full rights and ownership of such materials and the copyrights. including but not limited to so-called "moral rights. middleware. Programmer hereby waives any other rights in and to such Proprietary Products that may attach or arise under any federal. documents . schematics. programs. developments. (collectively referred to as "Proprietary Products") conceived. specifications. records. software. the Programmer shall first provid e written notice to the Developer and seek Developers written approval of the in corporation of such items. solutions.1. place.1. 5. COMPENSATION 4. applicatio ns. inventions. in cluding but not limited to executing confirmations of the work for hire status o f the Programmer. databases. These items shall include. and manner: [DESCRIBE] 4." 5. local. sta te.4. discoveries. m ade or discovered by Programmer. all tangible results and proceeds of the Programmer’s services.

To the extent Programmer feels they need to disclose confidential informati on. All work must be performed by the Programmer and its bona fid e employees. without the advanced writte n authorization of the Developer and/or the relevant Developer. Programmer shall not subcontract any work provided hereunder to any indep endent contractor. moral rights. they may do so only after obtaining written authorization from [an officer] of the Developer. royalty fr ee. with access to any Confidential Information execute a nondisclosure agreement containing provisions and restrictions substantially similar to those contained in this Agreement. or that of any other C onfidentiality and Non-Disclosure Agreement. perpetual. which indem nification shall include ongoing payment of costs and attorney fees of defending or otherwise addressing any such claimed infringement related to Programmer’s Del iverables. the names of its customers.1. during or subsequent to the term of this Agreement. and othe rwise exploit the incorporated items in connection with the work product that is developed for the Developer. or any other information.4. 5. Bug fixing Programmer shall promptly fix any and all “bugs” or other defects in the Deliverable s upon notice thereof from the Developer. 5. modify. clientele. the Developer is hereby granted a worldwide. but not limited to. if an y. Infringement Programmer shall be the original author of all Deliverables and shall not provid e any Deliverables or any portion of any Deliverable that infringes upon the int ellectual property rights (copyright.     . or other form of proprietary information of Developer. trade secrets. is a material breach of this Agreem ent. privacy r ights. its marketing strategies. use Dev eloper s or any Developer’s Confidential Information for any purpose whatsoever ot her than the performance of the Services on behalf of Developer or disclose Deve loper s Confidential Information to any third party.2.3. Representation and warranties Programmer represents and warrants that it shall be the sole and exclusive autho r of all Deliverables and that no other party shall have any rights or claims th ereto. threatened or actual infringement asserted by any third party. operations. CONFIDENTIAL INFORMATION 6. having each employee of Programmer.eated for the Developer. Programmer hereby indemnifies and holds Developer and Developers harmless from and against any all eged. either during o r after Programmer’s agreement with Developer. a trade secret. information about Developer. Programmer acknowledges that the above information is material and confidential and that it affects the profitability of Developer. or any other right) of any other party. 6. Programmer agrees not to disclose or communicate. a customer list. limiting acc ess to such information to individuals within its organization that have a bona fide need to know of such information. This obligation shall survive the term ination of this Agreement and the delivery and acceptance of any Deliverables. or any other information of any kind which would be dee med confidential. irrevocable license to use. 5. trademark. Programmer furth er agrees to take all reasonable precautions to prevent any unauthorized disclos ure of such Confidential Information including.5. its op erations. patent. Breach of confidentiality is a breach of this Agreement Programmer understands that any breach of this provision. publish. 6. distribute. but not limited to. that relate to the business of De veloper including. Nondisclosure Programmer will not. in any manner.

or under this Agreement. Such terminati on shall not prejudice any other remedy to which the terminating party may be en titled. including. any and all proprietary information of any nature or kind. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Programmer hereby waives and foregoes the right to receive any benefits given by Developer to its regular employees.     . technology. health benef its. hardware configuration information. Neither this Agreement. in equity. engineerin g. and lega l expenses. either by law. but not limited to. 8.6. Confidential Information does not include information which (i) is known to Programmer at the time of disclosure to Programmer by Developer or any Developer as evidenced by written records of Programmer. designs. processes. incurred by the Developer as a result of independent contractor s fa ilure to make such required payments. research. nor any duties or obliga tions under this Agreement may be assigned by either party without the consent o f the other. trade secrets or know-how. This waiver is effe ctive independently of Programmer’s employment status as adjudged for taxation pur poses or for any other purpose. Definitions For purposes of this Agreement. profit sharing plans. inventions. developm ents. the term "Confidential Information" means and in cludes. vacation and sick leave benefits. including attorney s fees. including. 9. etc. TERMINATION This Agreement may be terminated prior to the completion or achievement of the S cope of Work by either party giving [NUMBER] days written notice.4. marketing. but not limited to. services. products. in any marketing or advertising material or any other means of comm unication. customers. technical dat a. the existence of the relationship between Developer and Programmer or the existence or any terms of conditions of this Agreement or that work is bein g performed relative to any Developer. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Programmer by virtue of their services to Developer. 7. and is effective for the entire duration of Programmer’s agreement with Developer. product p lans. drawings.3. finances or other business inf ormation disclosed by Developer either directly or indirectly in writing or oral ly. markets. and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of app licable Federal and State law. (ii) has become publicly known a nd made generally available through no wrongful act of Programmer or (iii) has b een rightfully received by Programmer from a third party who is authorized to ma ke such disclosure. customer lists. 6. Developer may terminate this Agreement immediately upon written notice to the Pr ogrammer in the event that the Programmer substantially breaches or defaults und er any of Programmer’s obligations contained in this Agreement or if the Programme r is unable to or refuses to perform services hereunder. NOTICE CONCERNING WITHHOLDING OF TAXES Programmer recognizes and understands that it will receive an [SPECIFY TAX] stat ement and related tax statements. software. formulas. Advertising Programmer shall not be permitted to make any press releases or disclose to any other party. Programmer hereby promises and agrees to indemnif y the Developer for any damages or expenses.

EXPENSE ACCOUNTS Programmer and the Developer agree to maintain separate accounts in regards to a ll expenses related to performing the Scope of Work. all tasks. NON-SOLICITATION Programmers shall not. firm. any o f the customers or clients of the Developer on whom Programmer called or became acquainted with during the terms of this Agreement. plans. including. Programmer is solely respon sible for payment of expenses incurred pursuant to this Agreement unless provide d otherwise in writing by [AN OFFICER] of the company. 14. NON-RECRUIT Programmer shall not. or under its care and control. during the Agreement and for a period of one year immedia tely following termination of this Agreement. intel lectual property. 13. trademark. or whenever requested by the parties. copyright. belonging to the other party to them. either directly or indirectly. and trade secret laws. or take away. but not limited to. or for the benefit of any other person. corporation or organization. 10. recordings. during this Agreement and for a period of one year immedia tely following termination of this agreement. 11. Ownership of Proprietary Rights Provisions. WORKS FOR HIRE Programmer agrees that the Scope of Work. equipment. . or attempt to call on. cal l on. RETURN OF PROPERTY On termination of this Agreement. computers. either directly or indirectly. and Programmer provisions of this Agreement s hall continue to apply and shall survive the termination of this Agreement as on going covenants between the parties. customer lists. tools. patent. trade secrets. rec ruit any of Developer’s employees for the purpose of any outside business. solicit. service m ark. duties. all legal obligati on. results. Programmer agrees to exec ute and deliver any agreements and documents prepared by Developer and to do all other lawful acts required to establish document and protect such rights. proprietary information. 12.Upon the effective date of any termination of this Agreement. each par ty shall immediately deliver to the other party all property in its possession. and (iv) Prog rammer shall have the ongoing duty and obligation to confirm in writing and take all reasonable steps to secure proprietary right in the Proprietary Products de veloped pursuant to this Agreement in the name and exclusive ownership of the De veloper. either for their own benefit . (iii) Programmer shall have the continuing obligation to return to the Developer all tangible and intangible property of th e customer and all versions of any Proprietary Products of the customer or devel oped for the Developer during the effectiveness of this Agreement. documents. or take away. including b ut not limited to. and all related records or accounting ledgers. rights and duties arising out of this Agreement shall terminate except that: (i) Developer shall remain obligated to pay any balance due to the Programmer f or services provided hereunder: (ii) the Confidentiality Restrictions. sof tware. solicit. inventions and intellectual property developed or performed pursuant to this Agreement are considered “works for hire” and that the results of said work is by virtue of this Agreement assigned to the Developer and shall be the sole property of Developer for all purposes.

Notices delivered personally shall be deemed communicated as of actual receipt. and unfair business practices. Program mer shall immediately provide proof of Workers’ Compensation insurance and General Liability insurance covering said employees. Programmer agrees to keep Developer current as to their busine ss and mailing addresses. as well as telephone. or by mail. clients. provisions. facsimile. LEGAL COMPLIANCE Programmer is encouraged to treat all company employees. shall on written request of either party served on the other. mailed notices shall be deemed communicated as of [NUMBER] da ys after mailing. e-mail and pager numb ers. registered or certified. as set forth in para   19. bus iness partners and other affiliates with respect and responsibility. customers. NOTICES Any notice to be given hereunder by any party to the other may be affected eithe r by personal delivery in writing. or conditions of this Agreement .15. LICENSING. procedu res. Said mediat ion or binding arbitration shall comply with and be governed by the provisions o f the [LAWS] unless the Parties stipulate otherwise. ethical codes and company policies. MEDIATION AND ARBITRATION Any controversy between the parties to this Agreement involving the construction or application of any of the terms. but each party may change their address by written notice in accordance wi th this paragraph. u pon request of the Developer. WORKERS’ COMPENSATION AND GENERAL LIABILITY INSURANCE Programmer agrees to immediately supply the Developer with proof of any licensin g status required to perform the Scope of Work pursuant to this Agreement. the prevailing party shall be entitled to reasonable attorne y s fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement. including those forbidding sex harassment. Worke rs’ Compensation Coverage where required by law and General Liability Insurance. Programmer is required to comply with all laws. postage pre paid with return receipt requested. discrimina tion. if they are unable to agre e. 17. costs and necessary disbursements incurred both before or after judgme nt in addition to any other relief to which such party may be entitled. 18. 16. PERSONS HIRED BY INDEPENDENT CONTRACTOR All persons hired by Programmer to assist in performing the tasks and duties nec essary to complete the Scope of Work shall be the employees of Programmer unless specifically indicated otherwise in an agreement signed by all parties. ATTORNEY S FEES AND COSTS   . upon request of the Developer. rules or regulations. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agree ment. 20. The parties shall each appo int one person to hear and determine the dispute and. be submitted fir st to mediation and then if still unresolved to binding arbitration. The attorneys fees a nd costs of arbitration shall be borne by the losing party. then the two persons so chosen shall select a third impartial arbitrator whos e decision shall be final and conclusive upon both parties.

or from any breach or default of thi s Agreement which is caused or occasioned by the acts of Programmer. INDEMNIFICATION Programmer shall defend. inducements. except for those set forth in any Confidentiality. orally or otherwise. any neg ligence or misconduct on Programmer s part. REPRESENTATION Each party of this Agreement acknowledges that no representations. 24. Trade Secret. signed and dated by all parties hereto. promises or agreements. between the parties hereto. 21. the parties hereto have duly entered and executed this Agree ment as of the day and year first above written and represent and warrant that t he party executing this Agreement on their behalf is duly authorized. Indemnification or Arbitrat ion Agreement. Programmers shall insure that its employees and affiliates take all actions necessary to co mply with the terms and conditions set forth in this Agreement. PARTIAL INVALIDITY If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid. or anyone acting on behalf of any party hereto. This Agreement contains all of the covenants and Agreements betwe en the parties. IN WITNESS WHEREOF. Programmer shall name Developer as an additional insured on all related insurance policies inclu ding workers compensation. void or unenforceable. or Arbitration Agreement. except any Confide ntiality. CONTAINMENT OF ENTIRE AGREEMENT This Agreement is an independent document and supersedes any and all other Agree ments. Any modification of this Agreement shall be effecti ve only if it is in writing. Non-Compete. or in such proportions as the arbitrator shall decide. and general liability.graph 18. unless the Parties stipulate otherwise. 22. which are not embodied herein. indemnify. have been made by any party hereto. GOVERNING LAW This Agreement shall be governed by. either oral or in writing. PROGRAMMER DEVELOPER   . and construed under. the laws of the State of [STATE/PROVINCE]. and that no other agreement. the remaining provisions shall nevertheles s continue in full force and effect without being impaired or invalidated in any way. statement or promise not contained in this Agreemen t shall be valid or binding. 23. Non-Disclosure. hold harmless. 25. and insure Developer from any and all damages expenses or liability resulting from or arising out of. Trade Secret. Non-Disclosure. Non-Compete.

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