This Independent Contractor Agreement (the "Agreement") is made and entered into on [DATE] by and between [COMPANY NAME] (the "Company") and [CONTRACTOR NAME] (the "Contractor").
 
1. Services. The Contractor agrees to perform the services described in Exhibit A (the "Services") in a professional and workmanlike manner, and in accordance with the terms and conditions of this Agreement.
 
2. Relationship of the Parties. The Contractor is an independent contractor, and not an employee or agent of the Company. The Contractor shall have no authority to bind the Company, or to incur any liability or obligation on behalf of the Company.
 
3. Compensation. The Company shall pay the Contractor the fees described in Exhibit A (the "Fees") for the Services. The Contractor shall be solely responsible for payment of all taxes, including but not limited to income tax, self-employment tax, and any other taxes required by law.
 
4. Confidentiality. The Contractor agrees to maintain in confidence all confidential information of the Company, and shall not disclose such information to any third party without the prior written consent of the Company.
 
5. Ownership of Work Product. The Contractor acknowledges and agrees that all work product created by the Contractor in connection with the Services (the "Work Product") shall be the sole and exclusive property of the Company. The Contractor hereby assigns to the Company all right, title and interest in and to the Work Product.
 
6. Representations and Warranties. The Contractor represents and warrants that (i) the Contractor has the necessary skills and expertise to perform the Services, (ii) the Contractor shall perform the Services in a professional and workmanlike manner, (iii) the Work Product shall not infringe upon any third party intellectual property rights, and (iv) the Contractor shall comply with all applicable laws and regulations.
 
7. Indemnification. The Contractor shall indemnify and hold harmless the Company, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with (i) any breach of this Agreement by the Contractor, (ii) any negligent or willful acts or omissions of the Contractor, or (iii) any infringement of any third party intellectual property rights by the Work Product.
 
8. Term and Termination. This Agreement shall commence on the date first above written, and shall continue until the completion of the Services, unless terminated earlier by either party upon written notice to the other party. Upon termination, the Contractor shall immediately return all confidential information and other property of the Company in the Contractor's possession or control.
 
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [INSERT STATE/COUNTRY].
 
10. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, understandings, or agreements between the parties. This Agreement may not be amended except in writing signed by both parties.
 
11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
 
12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
 
[COMPANY NAME]
 
By:___________________________
 
Name:_________________________
 
Title:__________________________
 
[CONTRACTOR NAME]
 
By:___________________________
 
Name:_________________________
 
Title:__________________________
 
Exhibit A: Description of Services and Fees.