Programming Services Agreement Form

INDEPENDENT CONTRACTOR AGREEMENT

For Provision of Programming Services

      This INDEPENDENT CONTRACTOR AGREEMENT FOR PROGRAMMING SERVICES ("Agreement") is made and entered into as of this _____ day of ___________________, 20___, by and between ____________________________ ("Programmer"), and ____________________., a _____________ corporation, ("Developer"). 

BACKGROUND INFORMATION

      WHEREAS, Developer is in the business of authoring web sites and performing related services for client’s of the Developer (“Clients”).

      WHEREAS, Developer has the needs from time to time to retain the services of a programmer to create certain functional components to be integrated into the overall web site design.

      WHEREAS, Programmer has background and experience in performing certain programming services that may be needed by the Developer from time to time.

      WHEREAS, Developer desires to engage Programmer as an independent contractor 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 mutual promises contained herein, the parties agree as follows:

ARTICLE I

PROGRAMMING SERVICES

1.1            Engagement and Services.  Developer hereby engages Programmer, and Programmer accepts such engagement, subject to the terms and  conditions contained herein, to perform for Developer the services described in Attachment "I" (the "Services").

1.2            Scope of Work.  The parties intend that this Agreement shall act as a “master” agreement and that the terms hereof shall govern [Paragraph Omitted But Included In Fully Licensed Version].  The precise activities to be performed in each assigned task shall be included in separate “work orders” that shall be signed by both parties.  Unless the work orders specify otherwise, the work orders shall [Paragraph Omitted But Included In Fully Licensed Version].

1.3            Deliverables; Specifications.  Programmer shall use its best efforts to meet any delivery dates for Deliverables set forth in the work order(s), and to deliver [Paragraph Omitted But Included In Fully Licensed Version]ards for similar services, by the individual executing this Agreement.  Deliverables shall include all computer programming code (in both object and source code form), scripts, all documentation and other written material relative thereto, and all other materials, items, media called for by the specifications or any work order.

1.4            Programmer shall use reasonable diligence to promptly perform the services described herein and to meet any delivery dates or [Paragraph Omitted But Included In Fully Licensed Version]

1.5            [Paragraph Omitted But Included In Fully Licensed Version]

1.6            Programmer represents and warrants that it has no current commitments or obligations that will conflict with or otherwise interfere with or impede the performance of the services called for under this Agreement.

1.7            Programmer agrees that Programmer shall be prohibited from direct contact with any Client without [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE II

Compensation

2.1            Payment of Compensation.  Compensation relative to each work order shall be set forth in the relevant work order.  The work order shall also include a payment schedule.

2.2            Expenses.  Developer shall not [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE III

OWNERSHIP AND USE OF PROPRIETARY PROPERTY

3.1            Programmer expressly acknowledges and agrees that any and all proprietary materials created by Programmer in the scope of providing service hereunder shall be [Paragraph Omitted But Included In Fully Licensed Version]sole and exclusive author of such materials within the meaning of the United States Copyright Act. These items shall include, but shall not necessarily be limited to any and all [Paragraph Omitted But Included In Fully Licensed Version] (collectively referred to as "Proprietary Products") conceived, made or discovered by Programmer, solely or in [Paragraph Omitted But Included In Fully Licensed Version].

3.2            Furthermore, Programmer agrees to execute any and all documents and take all other actions necessary to vest full rights and ownership of such [Paragraph Omitted But Included In Fully Licensed Version] such Proprietary Products that may attach or arise under any federal, state, local, international laws or the laws of any other country or jurisdiction, including but not limited to so-called "moral rights."

3.3            In the event that Programmer intends or plans to integrate any work that was previously created by the Programmer into any work product to be created [Paragraph Omitted But Included In Fully Licensed Version]

3.4            Programmer shall be the original author of all Deliverables and shall not provide any Deliverables or any portion of any Deliverable that infringes upon the intellectual property rights (copyright, patent, trademark, moral rights, privacy rights, trade secrets, or any other right) of any other party.  Programmer hereby indemnifies and [Paragraph Omitted But Included In Fully Licensed Version].

3.5            Programmer represents and warrants that it shall be the sole [Paragraph Omitted But Included In Fully Licensed Version].

3.6            Programmer shall promptly fix any and all [Paragraph Omitted But Included In Fully Licensed Version].

ARTICLE IV

CONFIDENTIAL INFORMATION

4.1            Programmer will not, during or subsequent to the term of this Agreement, use Developer's or any Client’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Developer or disclose Developer's Confidential Information to any third party, without the advanced wri [Paragraph Omitted But Included In Fully Licensed Version]

 4.2            Programmer will indemnify Developer and any Client and hold them harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys fees and costs of suit, ar [Paragraph Omitted But Included In Fully Licensed Version]

4.3            [Paragraph Omitted But Included In Fully Licensed Version]

4.4            For purposes of this Agreement, the term "Confidential Information" means and includes, [Paragraph Omitted But Included In Fully Licensed Version] (i) is known to Programmer at the time of disclosure to Programmer by Developer or any Client as evidenced by written records of Programmer, [Paragraph Omitted But Included In Fully Licensed Version]

4.5            Upon the termination or expiration of this Agreement, or upon [Paragraph Omitted But Included In Fully Licensed Version].

4.6            Programmer agrees that it would be impossible ascertain Developer's or any Client’s damages from any breach of the covenants set forth in this [Paragraph Omitted But Included In Fully Licensed Version]

ARTICLE V

TERM AND TERMINATION

5.1            This Agreement shall commence on the effective date hereof and shall remain in effect until [Paragraph Omitted But Included In Fully Licensed Version]

5.2            This Agreement may be terminated by the customer, with or [Paragraph Omitted But Included In Fully Licensed Version].

5.3            Customer may terminate this Agreement immediately upon written notice to the Consultant [Paragraph Omitted But Included In Fully Licensed Version].

5.4            Upon the effective date of any termination of this Agreement, all legal obligation, rights and duties arising out of this Agreement shall terminate except that: (i) Customer shall [Paragraph Omitted But Included In Fully Licensed Version] customer or developed for the Customer during the effectiveness of this Agreement; and (iv) Consultant shall have the ongoing duty and obligation to confirm in writing and take all reasonable steps to [Paragraph Omitted But Included In Fully Licensed Version].

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.1          Notices. [Paragraph Omitted But Included In Fully Licensed Version]

6.2          No Assignment. The Services to be performed by Consultant hereunder are personal in nature, and Customer has engaged Consultant as a result of Consultant's unique expertise relating to such Services. Neit [Paragraph Omitted But Included In Fully Licensed Version]

 6.3          Independent Contractor Status. [Paragraph Omitted But Included In Fully Licensed Version]]

6.4          Arbitration. Except as specifically provided in this Agreement, the parties agree that any dispute or controversy arising out of, relating to or in connection with the interpretation, validity, construction, performance, breach or termination of this [Paragraph Omitted But Included In Fully Licensed Version]

6.5          In interpreting the terms of this Agreement, the parties agree that the laws of the State [Paragraph Omitted But Included In Fully Licensed Version]

6.6          This Agreement contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supercedes and replaces all prior discussions, agreements, proposals, understandings, whether orally or in writing, between [Paragraph Omitted But Included In Fully Licensed Version]

IN WITNESS WHEREOF, the parties hereto have duly entered and executed this Agreement as of the day and year first above written and represent and warrant that the party executing this Agreement on their behalf is duly authorized.