Independent Contractor Agreement THIS INDEPENDENT CONTRACTOR AGREEMENT ("Agreement") is made and entered on this ________ day of ___________

200__, by and between COMPANY NAME, ("The Company"), a [COUNTRY NAME] Corporation, whose address is _________________________________________, and: Name: Address: ______________________________ ______________________________ ______________________________ This Agreement is made with reference to the following facts: COMPANY NAME will contract services with The Contractor, under the following conditions: (The Contractor)

1.

Relationship of Parties: The parties agree and intend that the relationship between them created by this Agreement is that of a principal-independent contractor. The Contractor is not an employee of The Company, and thereby is not entitled to the benefits normally provided to employees, including, but not limited to, medical insurance and/or participation in any pension or profit-sharing plan. Conduct. The conduct and control of the work to be performed by The Contractor under this agreement rest exclusively with The Contractor. The Contractor shall perform his or her services for the Company in accordance with workmanlike and ethical standards applicable and customary to the industry and profession, and at no time will The Contractor try to mislead customers or conduct him or herself (including in written answers) in a
way that could potentially be damaging to The Company, it's reputation, or it's staff or Board of Directors.

2.

Notwithstanding the foregoing, The Contractor shall make his or her best faith to comply with all of The Company's policies, marketing philosophies, standards, guidelines, and procedures in effect, and shall comply with the highest ethical and business practices and procedures in the performance of all activities and services pursuant to this Agreement. Any acts to the contrary will result in immediate termination of The Contractor by The Company, with no compensation. 3. Engagement. The Company hereby agrees to engage The Contractor to perform services on a continuing/temporary basis, which services are generally described below, as and when required and authorized by COMPANY NAME: 3.1 The Contractor shall be responsible for _____________________. 3.2 This contract shall terminate on / remain in effect until / remain in effect for a period of ___ months. 3.3 The Contractor may work remotely under the condition that the computer is running current and updated anti-virus software, and is on a high-speed connection to the Internet. 3.4 The Contractor shall track all time worked, not including any breaks. Payment. The Contractor will be paid on an hourly basis at a rate of $__.00 per hour. / The Contractor will be paid a flat fee of $_____ . Payment will be issued only after The Company receives an invoice by The Contractor via fax, mail, email, or in person, listing the work performed. All checks will be mailed out by The Company after receiving such invoices from The Contractor. Expenses. The Contractor shall not be reimbursed for expenses incurred in connection with providing the services hereunder, including, but not limited to, all Internet connectivity expenses, hardware expenses, travel and entertainment expenses, and any other amounts expended by The Contractor in order to provide the services required by this Agreement. Taxes. The Company shall not deduct any state, provincial, or federal income tax from payments made to The Contractor. The Contractor agrees to make all necessary contributions and to pay any and all taxes in accordance with applicable law and will hold The Company harmless from any liability or expense arising from or in connection with any failure by The Contractor to pay such taxes, including interest and penalties. The Contractor acknowledges that The Company shall not make unemployment insurance deductions from payments made to the Contractor, and that The Company shall not be required to include The Contractor under any applicable workers' compensation insurance program and/or policy. The Contractor also acknowledges that

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in the event of any injury of any kind, The Contractor will not be entitled to any medical or other disability benefits. Notwithstanding the foregoing, the fact that The Company may carry workers' compensation insurance for its own benefit or the mutual benefit of itself and those contractors which are individuals providing the services as described in this Agreement, shall not create any inference of employment, partnership, or other agency relationship. 7. Proprietary Information and Non-Disclosure. The Contractor shall not use to their own advantage or the advantage of any other person, business or entity, except as specifically provided in this Agreement, either during their association or at any time thereafter, any information gained for or from business, files, and/or records of the The Company. The Contractor shall maintain all Confidential Information disclosed to The Contractor hereunder by COMPANY NAME in strict confidence. This confidential obligation and all restrictions imposed upon The Contractor by this Agreement shall not extend to information which (a) is or becomes part of the public domain through no fault of The Contractor; or (b) that The Contractor can prove was in The Contractors possession prior to the time it was acquired hereunder; or (c) is received by The Contractor from a third party rightfully in possession of the information and having no direct or indirect obligation to COMPANY NAME with respect to the information. The Contractor agrees that for the purposes of this Agreement, the Confidential Information is not to be treated as in the public domain merely because each or any specific item of information is known to someone or is embraced by more general information in the public domain. The Contractor shall permit employees of The Contractor to have access to the information only on a need-to-know basis, and to take all necessary precautions to safeguard the information. The Contractor shall take at least the same precautions to protect the confidential information imparted to it by COMPANY NAME as The Contractor would to protect valuable confidential information originating with The Contractor. The Contractor agrees that all documents, drawings and writings of any kind provided to The Contractor by COMPANY NAME are the sole property of COMPANY NAME and/or its clients. The Contractor acknowledges that such information is proprietary, and that in the event of an unauthorized disclosure and/or use of such information, significant damages may be incurred or suffered by The Company. The Contractor will destroy all copies of the confidential information once it is no longer required by them to perform work for The Company, or as directed by The Company. NonDiscrimination. No discrimination shall be made of persons under this agreement because of race, color, national origin, age, ancestry, religion, sexual or gender orientation, or sex of such person. Entire Agreement. This Agreement constitutes the entire agreement between the parties and correctly sets forth the rights, duties, and obligations of all of the parties as of its date. Any prior agreement, promises, negotiations, or representations not expressly set forth in this Agreement are of no force and effect.

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10. Termination. The Company has the right to change or terminate this contract and any or all services rendered by The Contractor at any time, without notice.

COMPANY NAME A COUNTRY NAME Corporation Name Signed , 200_ Date Phone / Email

The Contractor

Name Signed , 200_ Date Phone / Email