Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made as of [DATE] between [CLIENT] ("Client") and [CONTRACTOR] ("Contractor").

1. SERVICES. Contractor will provide the services described in Exhibit A (the "Services").

2. COMPENSATION. Client will pay Contractor $[RATE] [per hour / per project]. Invoices are due within [15] days. Late amounts accrue [1.5]% monthly interest.

3. INDEPENDENT CONTRACTOR. Contractor is an independent contractor, not an employee, and is responsible for all taxes. Contractor controls the manner and means of performing the Services.

4. INTELLECTUAL PROPERTY. Work product created specifically for Client under this Agreement is assigned to Client upon full payment. Contractor retains ownership of pre-existing tools and grants Client a license to use them as embedded in the deliverables.

5. CONFIDENTIALITY. Each party will protect the other's confidential information.

6. TERM & TERMINATION. Either party may terminate with [14] days' written notice; Client will pay for Services performed through termination, including a [kill fee] for work in progress.

7. WARRANTIES & LIABILITY. Services will be performed in a professional manner. Each party's liability is capped at the fees paid under this Agreement.

8. GOVERNING LAW. [STATE].

CLIENT: ______________________  DATE: __________
CONTRACTOR: __________________  DATE: __________

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