Dear Contractor This letter will confirm the terms and conditions of your engagement by ____________________ (the ³Company´

) as an independent contractor. By signing this letter agreement and accepting your engagement by the Company, you agree to all of the terms and conditions set forth herein. 1. Term: This letter agreement will become effective on the date signed by you and will continue in effect until terminated as provided herein. 2. Independent Contractor: It is our express intention that you will be an independent contractor and not an employee, agent, joint venturer, or partner of the Company. Nothing in this letter agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Company and you or any of your employees or agents. We each acknowledge that you are not an employee for state or federal tax purposes. Subject to the terms of this letter agreement, you may represent, perform services for, and be employed by such additional clients, persons, or companies as you, in your sole discretion, see fit. 3. Specific Services: You agree to perform services as described in each work order issued by the Company hereunder and accepted by you (³Work Order´). Any applicable deadlines shall be set forth in the Work Order. 4. Place of Performing Services: You shall perform the services required by this letter agreement at such place or location and at such times as shall be necessary to complete the terms of this letter agreement in accordance with the terms set forth in the Work Order. 5. Method of Performing Services: You will solely determine the methods, details and means of providing the above-mentioned services in accordance with the terms set forth in the Work Order. 6. Compensation: In consideration for the services to be performed by you, the Company agrees to pay you in accordance with the Work Order.

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customer or client with whom the Company or its affiliates has conducted any business or for whom the Company or its affiliates has performed any services or sold any products during the then immediately preceding two-year period. you are responsible for paying all required state and federal taxes. the Company will not make state or federal unemployment insurance payments on your behalf. employ. either in your individual or corporate capacity or in conjunction with any other person as a partnership or as a sub-contractor. sell to. Dates for Payment of Compensation: You will submit an invoice to the Company for each complete engagement. or (e) Solicit. State and Federal Taxes: As you are not an employee of Company. the Company will not make disability insurance contributions on your behalf. or take away any prospective account. engage or otherwise contract with or hire any current or former employee or subcontractor of the Company. client or customer of the Company disclosed to you by the Company or of which you become aware in the course of performing your obligations hereunder. the Company will not withhold state and federal income tax from payments to you. during the term of this letter agreement and for a two year period immediately following the termination or expiration of this letter agreement. or take away any account. and the Company will not obtain worker¶s compensation insurance on your behalf. divert. concerning active or inactive accounts and/or any listing of accounts.7. or provide any services to. divert. In particular: the Company will not withhold Social Security tax from your payments. in any way. clients or customers of the Company or its method of operation or any information that is unpublished. customer or account or any prospective client or customer or account of the Company that involves any services provided by the Company. you will not. partnership. or (d) Accept any business or position offered to you by. under any circumstances. for any reason. any client. confidential. Non-Competition and Non-Circumvention: You agree that. The Company will pay you the amount due for services rendered in accordance with the Work Order. written or otherwise. customers or clients or prospective accounts. 8. agent or servant or any sole proprietorship. or (c) Retain or use. sell to. any information. solicit. or proprietary in nature or transmit or reveal any such information to persons or business entities in competition with the Company. or corporation: (a) Contact. or 2 _____(Initial) . solicit. 9. or (b) Contact.

use for any purpose whatsoever or disclose to any person. customers and accounts. customers and accounts and content and images provided by the Company and/or its clients. or any business generated through or resulting from your work for the Company. identity of plans or administrative services. agent. clients or accounts. partner. persons or entities that refer business to the Company and other business contacts and relationships. as set forth above. offer to provide. consultant. then such covenant shall not be void. officer. without limitation. services or products provided by the Company or its affiliates. financial data. accounting 3 _____(Initial) . projections. lists of clients. You agree that you will treat all matters relating to the Company¶s business (including the terms of this letter agreement) and all other confidential and proprietary information of the Company and its clients. and passwords used by the Company and its clients. marketing or product plans. for any reason. customers and accounts. firm. customers and accounts. as if originally executed in that form by the parties hereto. customer histories. specifically including but not limited to passwords used by the Company and its clients. as well as any inquiries received by you regarding any of the services provided by you pursuant to this letter agreement which you receive in the course of performing your obligations hereunder. as owner principal. As used herein. in rendering your services to the Company hereunder. dates. directly or indirectly. but rather this Agreement shall be enforced to the extent that such covenant is deemed to be enforceable by said court. marketing techniques and programs. director. In the event that a court of competent jurisdiction determines that any covenant set forth herein is unenforceable. including. and you shall promptly refer any such business to the Company. its duration.(f) Circumvent the Company in way with respect to any project in which you become involved in the course of performing your obligations hereunder. to provide. information relating to their respective trade secrets. financial statements. but not limited to. including. which is not generally known to the industry in which the Company or its affiliates is or may become engaged. know-how. about the business. employee. methods of operation. estimates. You may also be provided or have access to confidential and proprietary information of the Company¶s clients. including but not limited to lists of customers. you will have access to confidential and proprietary information of the Company. customers and accounts. stockholder. independent contractor. or communicate with in any way to induce any interest in using for my account or for the account of another. scope or the Company's remedies for any breach thereof. customers and accounts. 10. as strictly confidential. services or methods of doing business of the Company or its affiliates. passwords and other information. joint-venturer. technology and intellectual property rights. figures. to "solicit" means. You agree that you will not. directly or indirectly. entrusted to you solely for your use in performing services for the Company hereunder. products. in whole or in part. corporation or other entity any information disclosed to you or made known to you or gathered by you as a consequence of or though your engagement by the Company. creditor or in any other manner. Non-Disclosure of Confidential and Proprietary Information: You understand that. contacts. personnel histories. costs.

whether in written form. customer or account. lists or database of current or prospective clients. before undertaking any work for such client. you will execute any additional confidentiality agreement required by such client. conceived or created by you. Copyright Ownership: Any works authored in whole or in part by you for and on behalf of the Company or in connection with the services provided by you hereunder shall be considered ³works made for hire´ under the terms of copyright law. or upon the Company¶s request. customer or account and comply with the terms and provisions of such agreement in addition to the terms and provisions contained herein. irrespective of the time. made or conceived by you. invented. at the request of any client. 4 _____(Initial) . Upon termination of your engagement by the Company. and (b) Assigned by you to the Company as works made for hire. alone or with others. clients and customers or the business of the Company or its affiliates. electronic form or otherwise. passwords. customer or account of the Company. shall belong solely to the Company and shall be recognized solely as the property of the Company. are and shall at all times remain the sole and exclusive property of the Company and its affiliates. developed. activities. 11. as well as any and all other property of the Company or its affiliates in your possession. electronic form or otherwise. including but not limited to showing or making any reference to such material on private web sites or portfolio pages. provided to you by the Company and all information relating to the Company¶s accounts. or upon the Company¶s request. clients.Upon termination of your engagement by the Company. custody or control during or as a result of your engagement by the Company. All creative material which is created. manner or cause of said termination. and other information and data which come into your possession. manner or cause of said termination. without the Company¶s prior written consent. Intellectual and Other Property: All documents. In addition.. works. solely or jointly with others. 12. irrespective of the time. you will surrender to the Company all information. whether gathered or collected by you or any other person. relating to the business. during your engagement by the Company. files. you will surrender to the Company all such creative material. whether in written form. and you shall not have the right to use such creative material for any purpose whatsoever.procedures and selling techniques. whether copyrightable or not. customers and/or accounts of the Company or its affiliates. customers or accounts. whether or not reduced to writing or an electronic or magnetic medium. Any such works are: (a) Ordered and commissioned by the Company for use in the course of the Company¶s business.

perform. but each party may change the address by written notice in accordance with this paragraph. privileges. if the Company is required to commence an action at law or equity to enforce the terms of this Agreement. registered or certified. 15. and remedies granted or reserved to a copyright owner under the copyright law of the United States. 14. including all claims relating to the injury. as well as all other rights. distribute. you may terminate this letter agreement by giving written notification to the Company. 5 _____(Initial) . Indemnification and payment of Legal Fees: You shall indemnify and hold the Company harmless against any and all liability imposed or claimed. 16. in addition to any other rights and remedies that the Company may have hereunder or at law. you shall reimburse the Company for its reasonable attorney's fees. Notices: Any notices to be given hereunder by either you or the Company under this letter agreement may be effected either by personal delivery in writing or by mail. postage prepaid with return receipt requested.The Company is the owner of all such works and as such retains all rights to reproduce. or display such works and any derivative works. Termination by the Company Upon Notice: Notwithstanding any other provision of this letter agreement. disability or death of any person or damage to any property. including attorneys fees and other legal expenses. costs and necessary disbursements. Notices delivered personally will be deemed communicated as of actual receipt. arising directly from any acts by you or your employees or agents. the Company may terminate this letter agreement at any time by giving you at least seven (7) days written notice. in addition to any other rights and remedies that you may have hereunder or at law. 17. Further. There will be no charge payable by the Company for canceling Work Orders for services not yet provided. Termination by You Upon the Default of the Company: Should the Company default in the performance of this letter agreement or materially breach any of its provisions and fail to cure such default or breach within five (5) days following its receipt of written notice from you. in addition to any other relief and/or damages to which the Company may be entitled. Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraph of this letter agreement. the Company will compensate you for all work satisfactorily completed in accordance with a Work Order and/or any other applicable provisions of this letter agreement and not in default under paragraph 15 through the date of termination at the agreed upon rate. mailed notices will be deemed communicated as of two (2) days after mailing. Termination by the Company Upon Your Default: Should you default in the performance of this letter agreement or materially breach any of its provisions and fail to cure such default or breach within five (5) days following your receipt of written notice from the Company. You shall stop work immediately upon the date specified in the notice. the Company may terminate this letter agreement by giving you written notification. 13.

without the Company¶s prior written consent. between us with respect to your rendering of services for the Company and contains all of the covenants and agreements between us with respect to the rendering of such services in any manner whatsoever. in a form approved by the Company. the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 22. 23. Any modification to this letter agreement will be effective only if it is in writing and signed by both of us. or to subcontract any of your work hereunder. Subcontracting or Assignment: You shall not have the right toassign this letter agreement or any of your rights or responsibilities. 19. or unenforceable. No waiver shall be valid unless signed in writing by the Company. either oral or written. void. Acknowledged and Agreed: By: ___________________________________ Name: Company: Date: 6 _____(Initial) . Entire Agreement: This letter agreement supersedes any and all agreements. 21. Severability: If any provision in this letter agreement is held by a court of competent jurisdiction to be invalid. Attorney¶s Fees: You hereby agree and consent to pay the Company reasonable attorney¶s fee and costs incurred in the event that the Company has to initiate litigation resulting from your breach of this letter agreement.18. Waiver of Breach: The waiver by the Company of any breach of this letter agreement by you shall not operate or be construed as a waiver in any subsequent breach by you. 20. Governing Law: This letter agreement will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. The Company¶s consent to any subcontracting will be conditioned by the Company¶s approval of the subcontractor and the subcontractor¶s agreement to all of the terms and conditions contained herein.

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