[{"id":"603627b6-84ad-4cd8-9c16-70297b1defc3","order":10,"text":"INDEPENDENT CONTRACTOR AGREEMENT","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"20"},{"id":"1b2ae44d-69ab-48bb-9ccc-b5a885c3970b","order":20,"text":"This Independent Contractor Agreement (the "Agreement") is entered into and made effective as of [Effective Date] (the "Effective Date"), by and between:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"8ddf9113-b8ac-4945-b5e8-c5dd6fcbfc9a","order":30,"text":"[Client Name], an individual residing at [Client Street Address], [City, State ZIP] (the "Client");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"ENT","type":"remove","operator":"="}]},{"id":"9b3f860e-77e2-49ab-aa0c-324dfee193a8","order":40,"text":"[Client Entity Name], [entity form] organized and existing under the laws of the State of [State of Incorporation], with its principal place of business at [Principal Address], acting by and through its duly authorized representative [Representative Name], [Title] (the "Client");","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"IND","type":"remove","operator":"="}]},{"id":"a8e09b9e-245b-435b-b3bc-d74752cca391","order":50,"text":"AND","fontSize":"14","textAlign":"center","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"4a78f723-44c6-48e1-9e1f-c0ce6a0fbe75","order":60,"text":"[Contractor Name], [business form] with its principal place of business at [Contractor Address], [City, State ZIP] (the "Contractor").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"40f900a1-9d57-4903-9c27-51b1ca2ed04d","order":70,"text":"The Client and the Contractor are sometimes referred to herein individually as a "Party" and collectively as the "Parties."","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"07e87d0f-54ec-4f5f-9aaa-5c9399534a82","order":80,"text":"RECITALS","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"362fbe64-20ae-4d38-b765-7bad0c0277a3","order":90,"text":"WHEREAS, the Client desires to engage the Contractor to provide certain professional services described herein on an independent-contractor basis; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ba540f8-7e6f-48a0-9264-16d761ed0d19","order":100,"text":"WHEREAS, the Contractor is in the business of providing such services and represents and warrants that it has the necessary skills, experience, equipment, personnel and authorizations to perform such services; and","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"23cdae3d-840c-4bf5-bf26-35d8fbbca429","order":110,"text":"WHEREAS, the Parties expressly intend to establish an independent-contractor relationship and not an employer-employee relationship, partnership, joint venture or agency;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"6b7744d7-f7a0-4765-8453-814e7735eec8","order":120,"text":"NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"8bdac109-8ada-4bb2-84e6-905d1159b45a","order":130,"text":"1. SERVICES AND SCOPE OF WORK","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"037637bc-2e96-4ef3-8d14-456289ab7596","order":140,"text":"1.1 The Contractor shall perform the following services for the Client (the "Services"): [Description of Services]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f9f696f9-221b-4f27-afb4-69505c4125f9","order":150,"text":"1.2 The Contractor shall deliver to the Client the following work product (collectively, the "Deliverables"): [Deliverables]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7cb9a8b9-43f2-46d3-b25c-46842ec4a1d1","order":160,"text":"1.3 The Contractor shall perform the Services in a professional, workmanlike, diligent and timely manner, and in accordance with industry standards generally accepted for similar services. The Contractor shall comply with all applicable federal, state and local laws, rules and regulations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"50e4a8ae-cd6c-4de3-bb1a-17ed402385e2","order":170,"text":"1.4 The Contractor shall determine, in its sole discretion, the means, methods, sequence, manner, personnel and location used to perform the Services, subject only to the specifications expressly set forth in this Agreement. The Client is interested solely in the results of the Services and shall not exercise direction or control over the manner in which the Contractor accomplishes such results.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c2281914-c9f8-4efe-990f-39f14b4fb2cd","order":180,"text":"1.5 The Contractor shall, at its own expense, supply all equipment, tools, materials, supplies, software, internet access, workspace and other resources necessary to perform the Services, unless otherwise expressly agreed in writing by the Parties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"790346b6-720e-4c2c-b66a-89b7471d2884","order":190,"text":"1.6 The Contractor shall be free to provide services to other clients during the Term of this Agreement, provided that doing so does not interfere with the Contractor's obligations hereunder or breach any obligation of confidentiality or non-solicitation set forth herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"15ae7b64-dc30-4cd2-b2d2-be9a2661fe7e","order":200,"text":"1.7 Any material change to the scope of the Services or the Deliverables shall require a written change order, executed by both Parties, specifying the impact on the schedule, the compensation and any other affected terms. No oral modification to the scope of work shall be binding.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"cae50265-f28e-4ff0-90b5-05e4428b99d2","order":210,"text":"2. TERM","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"d7a92520-e1ef-4431-8de1-7488a93e09d4","order":220,"text":"2.1 This Agreement shall commence on [Start Date] and shall continue in full force and effect until [End Date], unless earlier terminated in accordance with Section 14 (the "Term").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"06e74a11-ea69-459a-88af-f5882354a87a","value":"ongoing","type":"remove","operator":"="}]},{"id":"183413eb-9048-4008-9b5f-d66aa1b188eb","order":230,"text":"2.1 This Agreement shall commence on [Start Date] and shall continue on an ongoing basis until terminated by either Party in accordance with Section 14 (the "Term").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"06e74a11-ea69-459a-88af-f5882354a87a","value":"fixed","type":"remove","operator":"="}]},{"id":"733ea803-0fdb-4344-8a38-052a1fcfcccc","order":240,"text":"2.2 The expiration or termination of this Agreement shall not relieve either Party from any obligation that, by its nature, is intended to survive expiration or termination, including without limitation Sections 4 (Independent Contractor Status), 5 (Taxes), 7 (Confidentiality), 8 (Intellectual Property), 10 (Indemnification), 11 (Limitation of Liability), 15 (Non-Solicitation) and 17 (Governing Law and Dispute Resolution).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"329f7cec-94de-4768-9fc5-cd1794deb67b","order":250,"text":"3. COMPENSATION AND PAYMENT TERMS","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"d3a2edab-fbff-4bb4-abce-dc829062594a","order":260,"text":"3.1 In consideration for the full and satisfactory performance of the Services, the Client shall pay the Contractor a fixed fee in the total amount of $[Fixed Amount] (the "Compensation").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f8b1ec09-4631-4b01-b50b-b7b944acc83f","value":"hourly","type":"remove","operator":"="}]},{"id":"03121ba6-0e65-4d0f-85fb-f09d6c4d7de1","order":270,"text":"3.2 The Compensation shall be paid in accordance with the following schedule: [Payment Schedule]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f8b1ec09-4631-4b01-b50b-b7b944acc83f","value":"hourly","type":"remove","operator":"="}]},{"id":"343c0c40-94f1-4408-98e9-ea74556515d2","order":280,"text":"3.1 In consideration for the performance of the Services, the Client shall pay the Contractor at an hourly rate of $[Hourly Rate] per hour (the "Compensation"), for time actually worked on the Services. The Contractor shall maintain accurate, contemporaneous time records and shall furnish them to the Client upon request.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f8b1ec09-4631-4b01-b50b-b7b944acc83f","value":"fixed","type":"remove","operator":"="}]},{"id":"ac070624-53ef-4d7e-b272-498bcc37b2d0","order":290,"text":"3.2 The aggregate Compensation payable under this Agreement shall not exceed $[Cap Amount] without the prior written approval of the Client. The Contractor shall notify the Client in writing when accrued fees reach seventy-five percent (75%) of such cap.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f8b1ec09-4631-4b01-b50b-b7b944acc83f","value":"fixed","type":"remove","operator":"="}]},{"id":"8589a95b-28fb-462d-8c35-6f05f43833d0","order":300,"text":"3.3 The Contractor shall submit invoices to the Client on a [Invoicing Frequency] basis. Each invoice shall itemize the work performed, the hours expended, the applicable rate and the amount due.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f8b1ec09-4631-4b01-b50b-b7b944acc83f","value":"fixed","type":"remove","operator":"="}]},{"id":"3b9dfb92-b027-4cee-8430-15f5cadd0cb3","order":305,"text":"3.3 No time records or hourly accounting shall be required, the Compensation being a fixed fee for the entire engagement. The Contractor shall, however, keep the Client reasonably informed of its progress upon request and shall promptly notify the Client of any circumstance that may materially affect the timely completion of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f8b1ec09-4631-4b01-b50b-b7b944acc83f","value":"hourly","type":"remove","operator":"="}]},{"id":"826940f3-6af0-4e38-bbce-e8dfa31639ac","order":310,"text":"3.4 All payments shall be made by [Payment Method] and shall be due within [Days] days of the Client's receipt of a properly issued invoice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eeb3ea60-96df-43a5-b157-04c3fbb4f8b7","order":320,"text":"3.5 Any undisputed amount not paid when due shall bear interest at the lesser of [Late Rate]% per month or the maximum rate permitted by applicable law, computed from the original due date until paid in full. The Contractor shall further be entitled to recover all reasonable costs of collection, including reasonable attorneys' fees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"387cded4-8bbd-4de6-9cff-b64403e9e0b5","order":330,"text":"3.6 If the Client disputes any portion of an invoice in good faith, it shall pay the undisputed portion when due and provide written notice of the disputed portion within ten (10) business days of receipt of the invoice, specifying the nature and basis of the dispute. The Parties shall thereafter cooperate in good faith to resolve the dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b3be7348-991c-40be-be79-bb723da9eece","order":340,"text":"3.7 The Contractor shall be responsible for and shall bear all of its own expenses, costs and overhead incurred in connection with the performance of the Services. The Client shall have no obligation to reimburse any expense of the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8544f5e2-19f8-4957-9bf3-0f07c11fadfe","value":"yes","type":"remove","operator":"="}]},{"id":"d266ab9d-c622-4532-a3f8-6ef0faaa4a9a","order":350,"text":"3.7 The Client shall reimburse the Contractor for reasonable, necessary and pre-approved out-of-pocket expenses actually and properly incurred by the Contractor in connection with the performance of the Services, provided that (a) such expenses are approved in writing in advance by the Client; (b) the Contractor submits invoices accompanied by reasonable supporting documentation (receipts, mileage logs, etc.); and (c) expenses are reimbursed at cost without markup. Expenses not pre-approved in writing shall not be reimbursed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"8544f5e2-19f8-4957-9bf3-0f07c11fadfe","value":"no","type":"remove","operator":"="}]},{"id":"3c1672df-9371-4d08-a1ed-716c0bf6d9fe","order":360,"text":"4. INDEPENDENT CONTRACTOR STATUS","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"3686d91d-c90a-445e-9872-cb0d796e6737","order":370,"text":"4.1 The Parties intend that the Contractor shall perform the Services hereunder as an independent contractor. Nothing in this Agreement shall be construed to create or imply (a) an employer-employee, master-servant, principal-agent, joint-venture, partnership or franchise relationship between the Parties; (b) any fiduciary duty between the Parties; or (c) any authority on the part of the Contractor to bind the Client to any obligation, contract, representation, warranty or undertaking, except as expressly authorized in writing by the Client on a case-by-case basis.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"96fbecb7-3e43-4eef-91d4-621ccdc1fd02","order":380,"text":"4.2 The Contractor expressly acknowledges and agrees that the Contractor is not, and shall not hold itself out as, an employee, agent, partner or joint venturer of the Client. The Contractor shall make no representation that suggests otherwise to any third party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ec8390ec-e10b-4ecb-80ef-5da23ff65a50","order":390,"text":"4.3 In recognition of the Contractor's independent-contractor status, the Contractor shall not be entitled to, and the Client shall not provide, any employee benefits, including without limitation health, dental, vision, life or disability insurance; paid time off, sick leave, holidays or vacation; retirement or pension benefits; profit-sharing; bonuses; stock options or other equity participation; workers' compensation coverage; unemployment compensation; or any other employee benefit of any kind. The Contractor expressly waives any right to claim any such benefit, whether under this Agreement, under any plan or policy of the Client, or under applicable law, with respect to the period of engagement under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b5149bb3-070d-4388-a321-b76d3f2a06b6","order":400,"text":"4.4 The Contractor shall control the manner and means by which the Services are performed, including the selection of personnel, the determination of working hours, the choice of equipment and the location of work, subject to the express terms of this Agreement and applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"41ddd10d-919e-421d-8b28-f7051cb934ae","order":410,"text":"4.5 The Contractor shall be solely responsible for procuring and maintaining all licenses, permits, registrations and qualifications required by federal, state or local law for the performance of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"31118904-ff0b-4d69-a035-b4006df54ae3","order":420,"text":"5. TAXES AND TAX REPORTING","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"3035e818-8b2b-4745-afbf-1f3ed3e74ee4","order":430,"text":"5.1 The Contractor shall be solely responsible for the payment of all federal, state and local income taxes, self-employment taxes (including Social Security and Medicare contributions under the Self-Employment Contributions Act), estimated taxes, sales and use taxes, business taxes and any other taxes, levies or governmental charges applicable to the Compensation received hereunder or to the conduct of the Contractor's business.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"608d1e21-14b5-49a0-b37c-496a08219579","order":440,"text":"5.2 The Client shall not withhold any taxes from the Compensation paid to the Contractor. The Client shall not pay any payroll taxes, federal or state unemployment insurance contributions, workers' compensation premiums or any other employment-related tax or charge with respect to the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"66862c42-1bf3-4222-895e-6aa4cb57bac6","order":450,"text":"5.3 The Contractor shall furnish to the Client, on or before the Effective Date, a duly completed and executed Internal Revenue Service Form W-9 (Request for Taxpayer Identification Number and Certification). The Contractor shall promptly notify the Client of any change in the information furnished on such form.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1785f8f5-c176-44c4-bfbb-b31d493db7c1","order":460,"text":"5.4 The Client shall report payments made to the Contractor under this Agreement to the Internal Revenue Service on Form 1099-NEC (or such successor form as may be required by law) when and as required by applicable law, and shall furnish a copy of such form to the Contractor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ee7e65b-578b-4f52-8464-516ffad06d3e","order":470,"text":"5.5 The Contractor shall indemnify and hold the Client harmless from and against any and all taxes, interest, penalties, fines, assessments, costs and expenses (including reasonable attorneys' fees) arising from or relating to (a) the Contractor's failure to pay any tax with respect to the Compensation; (b) the misclassification of the Contractor (or any of its personnel) as an employee of the Client; or (c) any breach by the Contractor of this Section 5.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"13c6fca1-2206-42ea-8acf-6a05c1aca88d","order":480,"text":"6. CONTRACTOR'S PERSONNEL","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"5602dcd1-05cf-4b72-9a00-7eff99ea32ef","order":490,"text":"6.1 The Contractor may use its own employees, agents and approved subcontractors to perform the Services. The Contractor shall be solely responsible for the supervision, direction, compensation, benefits and termination of all such personnel, and for compliance with all applicable employment, labor, immigration, tax and benefit laws with respect to such personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bf57eff6-1907-431f-9a82-f839cf9a8e1b","order":500,"text":"6.2 The Contractor shall ensure that each of its personnel performing Services hereunder is bound by written obligations of confidentiality and intellectual-property assignment substantively no less protective of the Client than those set forth in Sections 7 and 8 of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"065334e8-0a63-43ca-bb96-046fd2efa0ef","order":510,"text":"6.3 The Contractor shall remain primarily responsible to the Client for the performance of the Services and shall not be relieved of any obligation under this Agreement by reason of any act or omission of any of its personnel or subcontractors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"e9e5807f-241d-46f4-8098-b94541edcbec","order":520,"text":"7. CONFIDENTIALITY","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"cf699fe9-c8aa-4d18-9993-441b4c9bc1f1","order":530,"text":"7.1 As used in this Agreement, "Confidential Information" means any non-public, proprietary or confidential information disclosed by or on behalf of the Client (the "Disclosing Party") to the Contractor (the "Receiving Party"), whether disclosed orally, in writing, electronically or by inspection, and whether or not marked or designated as "confidential," including without limitation business plans, financial information, customer and supplier lists and information, marketing strategies, pricing, product roadmaps, software, source code, algorithms, designs, drawings, specifications, technical data, know-how, trade secrets, personnel information, and any analyses, compilations or other documents prepared by the Receiving Party that contain or reflect such information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba633fe8-2add-47ab-acd0-70f93b34bc81","order":540,"text":"7.2 Confidential Information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was rightfully in the Receiving Party's possession without confidentiality restriction prior to disclosure, as evidenced by contemporaneous written records; (c) is rightfully obtained by the Receiving Party from a third party not bound by any obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"53412dda-d9dc-4784-b329-54b28d7afab6","order":550,"text":"7.3 The Receiving Party shall (a) hold all Confidential Information in strict confidence; (b) use Confidential Information solely for the purpose of performing its obligations under this Agreement; (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; (d) limit access to Confidential Information to those of its personnel who have a need to know and who are bound by written obligations of confidentiality at least as protective as those in this Section 7; and (e) protect Confidential Information using at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. These obligations shall continue for a period of [Confidentiality Period] year(s) following the expiration or termination of this Agreement; provided, however, that with respect to any information that constitutes a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such information remains a trade secret.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"45ac89ad-789a-4d7d-9d82-e295ef5474e2","order":560,"text":"7.4 If the Receiving Party is required by law, regulation, subpoena, court order or governmental process to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party in writing so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall cooperate with the Disclosing Party's reasonable efforts to obtain such protective order and shall disclose only that portion of the Confidential Information that is legally required to be disclosed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0c3bb97b-b700-4418-b1c5-8d60a5ecc5d0","order":570,"text":"7.5 Upon expiration or termination of this Agreement, or earlier upon written request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party or, at the Disclosing Party's option, destroy all Confidential Information in its possession or control and certify such return or destruction in writing. The Receiving Party may retain one (1) copy of Confidential Information solely to the extent required by applicable law or its bona fide records-retention policies, subject to continuing confidentiality obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5a8ba713-b593-4a1a-a612-68af13b3d211","order":580,"text":"7.6 The Parties acknowledge that monetary damages may be inadequate to remedy a breach of this Section 7 and that the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity, without the necessity of posting bond or proving actual damages.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4f06f80-a8f0-4819-ad09-5b3e57fcefb2","order":590,"text":"7.7 Nothing in this Agreement shall be construed to prohibit any disclosure protected under the Defend Trade Secrets Act, 18 U.S.C. § 1833(b), which provides that an individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"2e4cdcb9-8c04-4f44-8f04-b1f25b39f751","order":600,"text":"8. INTELLECTUAL PROPERTY","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"ea65cde0-1445-410f-aa48-7541e83645ca","order":610,"text":"8.1 As used in this Agreement, "Work Product" means all deliverables, work product, materials, inventions, discoveries, improvements, designs, drawings, specifications, software, source code, object code, documentation, data, reports, writings, copyrightable works, mask works, trademarks, trade names, processes, methods, techniques, know-how, ideas and any other intellectual property and tangible embodiments thereof that are conceived, created, developed, reduced to practice or fixed in any tangible medium of expression by the Contractor (alone or jointly with others, including the Client or third parties) in the course of performing the Services or that result from or arise out of the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8554aa28-481c-48c3-aaf8-af565ffdda6f","order":620,"text":"8.2 The Parties expressly agree that, to the maximum extent permitted by law, all Work Product shall be considered "work made for hire" under the United States Copyright Act, 17 U.S.C. §§ 101 and 201, and that the Client shall be the sole and exclusive owner of all right, title and interest in and to the Work Product worldwide.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"license","type":"remove","operator":"="}]},{"id":"8f8ac4d3-16e5-4162-96e8-f19fb7f26992","order":630,"text":"8.3 To the extent that any Work Product does not qualify as a "work made for hire" under applicable law, the Contractor hereby irrevocably assigns, transfers and conveys to the Client all right, title and interest in and to such Work Product, including without limitation all copyrights, patents, patent applications, trademarks, service marks, trade-secret rights, moral rights and any and all other intellectual-property rights therein, throughout the world, in perpetuity, free and clear of any liens, claims or encumbrances. This assignment shall be effective immediately upon the creation of each item of Work Product, without further consideration.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"license","type":"remove","operator":"="}]},{"id":"6862290c-04d2-4cd4-b03b-0bc26fc8d66a","order":640,"text":"8.4 To the extent that any moral rights, droit moral or similar rights cannot be assigned under applicable law, the Contractor irrevocably and unconditionally waives the enforcement of any such rights against the Client, its successors, assigns and licensees, and consents to any action of the Client that would otherwise infringe such rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"license","type":"remove","operator":"="}]},{"id":"b19d787b-525e-4682-8745-a2595bea1d0d","order":650,"text":"8.5 The Contractor shall, at the Client's reasonable request and expense, execute and deliver such further documents and take such further actions as may be necessary or desirable to perfect, evidence, record and enforce the Client's rights in the Work Product, including without limitation the execution of assignments, declarations and instruments of conveyance and the filing of patent, copyright or trademark applications. The Contractor irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, coupled with an interest, to act for and on the Contractor's behalf to execute and file any such documents and to do all other lawfully permitted acts to perfect the Client's rights in the Work Product, in the event the Contractor fails or refuses to do so after reasonable notice.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"license","type":"remove","operator":"="}]},{"id":"9088f7a6-7519-4f74-89c7-e8b371e5784e","order":660,"text":"8.2 The Contractor shall retain all right, title and interest in and to the Work Product, subject to the license granted to the Client in this Section 8. The Contractor hereby grants to the Client [License Scope].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"wfh","type":"remove","operator":"="}]},{"id":"2c73fa2d-7d0e-45d8-ac85-211f7e6b98a7","order":670,"text":"8.3 The Client may not sell, sublicense (except as expressly permitted by the license granted in Section 8.2), assign or otherwise transfer the Work Product separately from the underlying business or product in which it is incorporated, except as expressly permitted by this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"wfh","type":"remove","operator":"="}]},{"id":"effdf1c1-f438-4533-a6fd-d4e5bc572300","order":680,"text":"8.4 The Contractor shall, at the Client's reasonable request and expense, execute and deliver such further documents as may be necessary to perfect, evidence and enforce the license granted herein.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"wfh","type":"remove","operator":"="}]},{"id":"d18c77d2-525b-46d0-93f5-47c9685708af","order":685,"text":"8.5 The Contractor reserves all rights in and to the Work Product not expressly granted to the Client under this Agreement. No right or license is granted by implication, estoppel or otherwise, and any use of the Work Product outside the scope of the license granted in Section 8.2 shall constitute a material breach of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"8300ae06-59ca-434d-be33-8d72201da253","value":"wfh","type":"remove","operator":"="}]},{"id":"94719ad4-93c7-43c5-9016-8bf2c806c207","order":690,"text":"8.6 "Background Intellectual Property" means any pre-existing intellectual property of the Contractor that exists prior to the Effective Date and is incorporated by the Contractor into any Work Product. The Contractor shall identify any such Background Intellectual Property in writing prior to incorporation. To the extent any Background Intellectual Property is incorporated into the Work Product, the Contractor hereby grants to the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license, with the right to sublicense, to use, reproduce, modify, distribute and create derivative works of such Background Intellectual Property solely as incorporated in the Work Product and for the Client's reasonable use of the Work Product.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3d75b124-0060-4421-84b1-2584540ee65b","order":700,"text":"8.7 "Open-Source Software" means any software subject to a license that requires, as a condition of use, modification or distribution, that the software or any work that contains or is derived from such software be (a) disclosed or distributed in source-code form; (b) licensed for the purpose of making derivative works; or (c) redistributable at no charge. The Contractor shall not incorporate any Open-Source Software into the Work Product without the prior written consent of the Client and shall identify all Open-Source Software components used in connection with the Services.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"210f816a-2284-4b3c-95f5-84ec7ce541f3","order":710,"text":"8.8 The Contractor represents and warrants that (a) the Contractor has full right, power and authority to grant the rights, assignments and licenses granted under this Section 8; (b) the Work Product shall be original to the Contractor or shall be properly licensed for the uses contemplated herein; (c) the Work Product shall not infringe or misappropriate any patent, copyright, trademark, trade-secret or other intellectual-property right of any third party; and (d) no Work Product is or shall be subject to any obligation in favor of a third party that would limit or impair the Client's rights hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"1709e584-7992-4674-bff2-0af55eaf550c","order":720,"text":"9. REPRESENTATIONS AND WARRANTIES","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"36c214b4-7342-4a3c-bb89-c18f5e8c18f1","order":730,"text":"9.1 The Contractor represents and warrants that: (a) the Contractor has the full right, power and authority to enter into this Agreement and to perform the Services; (b) the Contractor's performance of the Services and execution of this Agreement do not and shall not violate any other agreement, obligation or duty owed by the Contractor to any third party; (c) the Contractor is not subject to any non-compete, non-solicitation, confidentiality or similar restriction that would prevent the Contractor from fully performing the Services hereunder; (d) the Services shall be performed in a competent and professional manner, in accordance with the standards of skill and diligence of qualified professionals in the Contractor's field; (e) the Contractor and its personnel possess all necessary licenses, permits, certifications and authorizations required by applicable law to perform the Services; (f) the Services and the Work Product shall comply in all material respects with all applicable federal, state and local laws, rules and regulations; and (g) the Contractor has not been debarred, suspended or otherwise excluded from any federal, state or local procurement or program.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae210087-ce09-4375-b681-8f41fc1e401a","order":740,"text":"9.2 The Client represents and warrants that (a) the Client has the full right, power and authority to enter into this Agreement; and (b) the execution and performance of this Agreement by the Client do not violate any other agreement or obligation of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bac68113-d1fa-498a-8d99-e9af016288d5","order":750,"text":"9.3 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"21d5f704-2e92-45be-8302-b15cc4fde027","order":760,"text":"10. INDEMNIFICATION","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"091b1301-1e8e-42ed-a0e2-1b5733d4de29","order":770,"text":"10.1 The Contractor shall defend, indemnify and hold harmless the Client and its officers, directors, employees, agents, affiliates, successors and assigns (collectively, the "Client Indemnitees") from and against any and all claims, demands, suits, actions, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or relating to (a) any breach by the Contractor of any representation, warranty, covenant or obligation under this Agreement; (b) any act or omission of the Contractor or any of its personnel constituting negligence, gross negligence, willful misconduct or fraud; (c) any actual or alleged infringement or misappropriation by the Services or the Work Product of any intellectual-property right of any third party; (d) any claim by any person that the Contractor or any of its personnel is an employee, joint employee or co-employee of the Client; (e) any tax, withholding, benefit or compensation claim asserted by the Contractor or its personnel or by any governmental authority on their behalf; or (f) any bodily injury, death or property damage caused by the Contractor or its personnel.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"419131d6-1478-429f-9588-8e1e17eaad79","order":780,"text":"10.2 The Client shall defend, indemnify and hold harmless the Contractor and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all Losses arising out of or relating to (a) any breach by the Client of any representation, warranty, covenant or obligation under this Agreement; or (b) any gross negligence or willful misconduct of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"25192684-8ca2-4b24-b822-8dcf9a20a356","order":790,"text":"10.3 The indemnification obligations under this Section 10 are conditioned upon: (a) the indemnified party promptly notifying the indemnifying party in writing of any claim for which indemnification is sought (provided that the failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent it is actually prejudiced thereby); (b) the indemnifying party having sole control over the defense and settlement of the claim, provided that the indemnifying party shall not enter into any settlement that imposes any obligation, admission or liability upon the indemnified party without its prior written consent (not to be unreasonably withheld); and (c) the indemnified party providing reasonable cooperation in the defense of the claim, at the indemnifying party's expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"65cb52e5-ef1c-4a72-a14e-f81ffce1168b","order":800,"text":"11. LIMITATION OF LIABILITY","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"31e2f501-69ad-45ea-b6ed-118ea7b1b0af","order":810,"text":"11.1 EXCEPT FOR (A) BREACHES OF SECTIONS 7 (CONFIDENTIALITY) OR 8 (INTELLECTUAL PROPERTY); (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 10; (C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD; OR (D) AMOUNTS OWED FOR SERVICES PROPERLY RENDERED, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b28bfe9f-b93b-42f9-93a6-951622e942a6","order":820,"text":"11.2 EXCEPT FOR THE MATTERS EXCLUDED FROM THE LIMITATION SET FORTH IN SECTION 11.1, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY THE CLIENT TO THE CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"3f5bd098-dfbb-4a9c-8533-46675b642490","value":"amount","type":"remove","operator":"="}]},{"id":"6fe5bec4-e20b-4a27-a0f0-e969ce13f7cb","order":830,"text":"11.2 EXCEPT FOR THE MATTERS EXCLUDED FROM THE LIMITATION SET FORTH IN SECTION 11.1, THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED $[Liability Cap].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"3f5bd098-dfbb-4a9c-8533-46675b642490","value":"fees","type":"remove","operator":"="}]},{"id":"6cfe19ee-9d23-400b-8370-176a95d442d4","order":840,"text":"12. INSURANCE","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"cfe3d5cd-a1ca-4a2b-88d3-8e140e18adca","order":850,"text":"12.1 The Contractor shall, at its sole expense, procure and maintain throughout the Term and for a period of two (2) years thereafter the following insurance coverage, issued by insurers rated A- or better by A.M. Best (or equivalent): (a) commercial general liability insurance with minimum limits of $[Minimum Coverage] per occurrence and in the aggregate, covering bodily injury, property damage and personal and advertising injury; (b) professional liability (errors and omissions) insurance with minimum limits of $1,000,000 per claim and in the aggregate covering negligent acts, errors and omissions in the performance of the Services; (c) workers' compensation insurance in the statutory amounts required by applicable law for any personnel of the Contractor; and (d) employer's liability insurance with minimum limits of $1,000,000.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5347c676-74ce-4b90-a1f0-19db3586509b","value":"no","type":"remove","operator":"="}]},{"id":"e2425771-4943-4af6-b31b-472b161c56d6","order":860,"text":"12.2 The Contractor shall name the Client as an additional insured on the commercial general liability policy with respect to the Services performed under this Agreement. The Contractor shall provide the Client with certificates of insurance evidencing such coverage upon execution of this Agreement and upon any renewal thereof, and shall provide at least thirty (30) days' prior written notice of any cancellation, non-renewal or material change in coverage.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5347c676-74ce-4b90-a1f0-19db3586509b","value":"no","type":"remove","operator":"="}]},{"id":"472d0aad-5e4d-4abf-8e43-0dcfa77c1a84","order":870,"text":"12.3 The Contractor's insurance shall be primary and non-contributory with respect to any insurance maintained by the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"5347c676-74ce-4b90-a1f0-19db3586509b","value":"no","type":"remove","operator":"="}]},{"id":"a9d1dcd8-a9b2-4ddf-8af9-e832b6325297","order":880,"text":"12.1 The Parties have agreed that the Contractor is not required to maintain any specific insurance coverage for purposes of this Agreement, except as may be required by applicable law (including workers' compensation insurance for any personnel of the Contractor where required by statute). Nothing in this Section limits the Contractor's liability or indemnification obligations under this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"5347c676-74ce-4b90-a1f0-19db3586509b","value":"yes","type":"remove","operator":"="}]},{"id":"6a28cee5-f6eb-4416-a987-74ca9c23bd44","order":890,"text":"13. NON-SOLICITATION","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"5cc64c1d-d684-484b-99a1-b3f47e8942b9","order":900,"text":"13.1 During the Term and for a period of [Non-Solicitation Period] month(s) following the expiration or termination of this Agreement for any reason, the Contractor shall not, directly or indirectly, on its own behalf or on behalf of any other person or entity, (a) solicit, induce or attempt to solicit or induce any employee, contractor or consultant of the Client to terminate his, her or its employment or engagement with the Client; (b) hire or engage any such employee, contractor or consultant who terminated such employment or engagement within the preceding twelve (12) months; or (c) solicit, divert or attempt to divert away from the Client any customer or prospective customer of the Client with whom the Contractor had material contact during the Term, with respect to products or services competitive with those of the Client.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"17cfc71d-0fd5-4f91-bffd-43726823c2a4","order":910,"text":"13.2 The Parties acknowledge and agree that the restrictions set forth in this Section 13 are reasonable in scope, duration and geographic area and are necessary to protect the legitimate business interests of the Client. If any court of competent jurisdiction finds any provision of this Section 13 unenforceable, the court shall reform the provision to the maximum extent permitted by law to render it enforceable.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"95bca3cf-bce1-4b26-b0c1-c41035004ff4","order":920,"text":"13.3 General advertisements or solicitations not specifically targeted at the Client's personnel or customers, and the hiring of any individual who responds to such general advertisements, shall not constitute a breach of this Section 13.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"ddf05777-43d1-4e05-9c37-ea70e16e3f1d","order":930,"text":"14. TERMINATION","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"19d048be-9c51-460e-a78d-3b45009c9aff","order":940,"text":"14.1 Either Party may terminate this Agreement for convenience, without cause, upon thirty (30) days' prior written notice to the other Party.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9adc2174-ce14-49b3-9f8a-e810763d0154","order":950,"text":"14.2 Either Party may terminate this Agreement immediately upon written notice if the other Party (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice describing the breach in reasonable detail (or, in the case of a breach that is incapable of cure, immediately upon notice); (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition under any bankruptcy or insolvency law that is not dismissed within sixty (60) days, or ceases to do business in the ordinary course; or (c) commits any act of fraud, gross negligence or willful misconduct in connection with the performance of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ac2795e1-356b-492d-bb83-d1091a81ec7b","order":960,"text":"14.3 Upon termination or expiration of this Agreement: (a) the Contractor shall promptly cease performance of the Services, except as otherwise directed in writing by the Client; (b) the Contractor shall deliver to the Client all completed and partially completed Work Product and all Confidential Information then in the Contractor's possession or control; (c) the Client shall pay the Contractor all undisputed amounts owed for Services properly performed through the effective date of termination, including, in the case of hourly billing, all hours properly worked but not yet invoiced; and (d) the Contractor shall return or destroy all Confidential Information as provided in Section 7.5.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4fe5aab1-2a7b-40ad-83b3-d990caf0eb48","order":970,"text":"14.4 Termination of this Agreement, for any reason, shall not affect any rights or obligations that have accrued prior to termination or that, by their nature, are intended to survive termination, including the provisions identified in Section 2.2.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"a5ddae9b-9e00-4169-8416-269b921d2eb6","order":980,"text":"15. FORCE MAJEURE","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"de45a35e-64c4-4853-9a0b-795896c0a7d7","order":990,"text":"15.1 Neither Party shall be liable for any failure or delay in performance of its obligations hereunder (other than payment obligations) to the extent such failure or delay is caused by circumstances beyond such Party's reasonable control, including without limitation acts of God, natural disasters, fire, flood, earthquake, pandemic or epidemic, war, terrorism, civil unrest, government action, embargo, strike or labor dispute (other than involving such Party's own workforce), failure of suppliers or utilities, or major Internet or telecommunications outages (each, a "Force Majeure Event").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"60fc8fc1-0421-407e-90d6-aacb8976534c","order":1000,"text":"15.2 The Party affected by a Force Majeure Event shall promptly notify the other Party in writing of the nature and expected duration of the event and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice without liability, except for payment of amounts properly accrued through the date of termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"af1e6fee-9f41-4767-908c-415928bcd42b","order":1010,"text":"16. DATA PROTECTION AND PRIVACY","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"3a2f3457-3de7-4623-bcc7-a0d36475a2b0","order":1020,"text":"16.1 To the extent the Contractor receives, accesses, processes or stores any personal information of the Client's employees, customers or other individuals in connection with the Services, the Contractor shall: (a) comply with all applicable privacy and data-protection laws, including without limitation the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and any other applicable U.S. federal and state privacy laws; (b) implement and maintain reasonable and appropriate administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of such personal information; (c) use such personal information only for the purposes of performing the Services and not for any other purpose, including any commercial purpose of its own; (d) not sell or share such personal information; and (e) promptly notify the Client in writing of any actual or reasonably suspected breach of the security of such personal information, no later than seventy-two (72) hours after becoming aware of such breach.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"49823b37-d133-49f4-b608-c6babad1c6d3","order":1030,"text":"16.2 The Contractor shall, upon termination of this Agreement or earlier upon the Client's written request, promptly return or, at the Client's election, securely destroy all personal information in its possession or control and certify such return or destruction in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"98bcbc59-76ad-4a75-8df7-aaf894b35315","order":1040,"text":"17. GOVERNING LAW AND DISPUTE RESOLUTION","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"1ce67283-3afa-42de-92f5-c17c9d8e2aec","order":1050,"text":"17.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing State], without giving effect to any choice-of-law or conflict-of-law provisions or rules (whether of the State of [Governing State] or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of [Governing State]. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6717246d-8d9f-4fe6-8835-1852919a34ec","order":1060,"text":"17.2 The Parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to this Agreement (a "Dispute") through informal negotiation between senior representatives of the Parties. Either Party may initiate such negotiation by written notice describing the Dispute in reasonable detail. If the Dispute is not resolved within thirty (30) days of such notice, the Dispute shall be finally resolved by [Dispute Resolution Method].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b0e8309-de68-4bb9-9b66-427a035c1c2a","order":1070,"text":"17.3 The seat and venue of any arbitration or legal proceeding shall be [County] County, [Venue State]. The arbitration or proceeding shall be conducted in the English language. Judgment upon any arbitral award may be entered in any court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"94211d63-eb93-486b-a34e-b954d77bb05f","order":1080,"text":"17.4 Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction at any time to protect its rights, including without limitation to enforce Sections 7 (Confidentiality), 8 (Intellectual Property) and 13 (Non-Solicitation), pending the resolution of the underlying Dispute.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8f8120e6-233f-4bac-b484-3998db027fd7","order":1090,"text":"17.5 EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fbcca8ea-64b9-4d88-b525-ba8719a6ab0b","order":1100,"text":"17.6 EACH PARTY AGREES THAT ANY DISPUTE SHALL BE BROUGHT INDIVIDUALLY AND NOT ON A CLASS, CONSOLIDATED OR REPRESENTATIVE BASIS, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN ANY CLASS ACTION OR CLASS-WIDE ARBITRATION.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"28c0b68e-2024-4487-85a7-1b42dbb37bee","order":1110,"text":"17.7 In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees, expert fees and costs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true},{"id":"b6b55e56-a1d4-4284-9cb3-a7c18b723db1","order":1120,"text":"18. MISCELLANEOUS","fontSize":"15","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10"},{"id":"73267e93-9e39-4324-a9f3-5af9400af557","order":1130,"text":"18.1 This Agreement, together with all schedules, exhibits and any written change orders executed by both Parties, constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior and contemporaneous agreements, negotiations, representations and understandings, whether oral or written, between the Parties with respect to such subject matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2364b4c3-ea70-4c3e-8b69-4c80b1d203a1","order":1140,"text":"18.2 No amendment, modification or waiver of any provision of this Agreement shall be valid or binding unless set forth in a writing signed by both Parties. The failure of either Party to enforce, at any time, any provision of this Agreement shall not be construed as a waiver of such provision or of the right thereafter to enforce such provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dcbd9a62-139c-40da-9cda-8afc775e0c2c","order":1150,"text":"18.3 If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had been modified to the minimum extent necessary to make it valid, legal and enforceable, preserving the original intent of the Parties to the greatest extent possible.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1fa466a0-6df3-4b28-ba35-a46a40b02c2e","order":1160,"text":"18.4 Neither Party may assign, delegate or transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that either Party may assign this Agreement, without consent, to an affiliate or to a successor in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets or equity. Any purported assignment in violation of this Section shall be null and void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b559013-50eb-4a3c-9ab8-bfa284bcf1dc","order":1170,"text":"18.5 All notices, consents, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given (a) when delivered personally; (b) one (1) business day after deposit with a nationally recognized overnight courier service, with proof of delivery; (c) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered, return receipt requested; or (d) when sent by email (with confirmation of transmission) to the email address of the receiving Party set forth in this Agreement or as otherwise designated by such Party in writing.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6eb20a03-9e62-449d-a062-34750cacdbcb","order":1180,"text":"18.6 This Agreement does not, and is not intended to, confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns. The Client Indemnitees identified in Section 10 are intended third-party beneficiaries of the rights expressly granted to them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1dad89f6-793c-4168-8d17-538ad3cec0b4","order":1190,"text":"18.7 The headings of the sections and subsections of this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. The words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." References to "days" mean calendar days unless otherwise expressly stated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"33096110-b01a-4cba-ac99-e5db92726f09","order":1200,"text":"18.8 This Agreement is the result of negotiations between the Parties, each of whom has had the opportunity to consult with legal counsel of its choice, and shall not be construed against either Party as the drafter. Each Party acknowledges that it has read and understood this Agreement and has had the opportunity to obtain the advice of independent counsel before executing it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"77ef89f5-e055-48e8-8c2d-8f3a1b4ad981","order":1210,"text":"18.9 This Agreement may be executed in one or more counterparts (including by electronic signature or by exchange of PDF copies of executed signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The Parties agree that electronic signatures, including those produced via DocuSign, Adobe Sign or similar electronic-signature platforms, shall have the same force and effect as original handwritten signatures, in accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Uniform Electronic Transactions Act (UETA).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cac43dab-c14a-4292-b321-462f9f62781e","order":1220,"text":"18.10 Each Party shall, at its own expense, comply with all applicable federal, state and local laws, rules, regulations and ordinances in connection with the performance of this Agreement, including without limitation export-control laws and anti-corruption laws such as the U.S. Foreign Corrupt Practices Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"25","cflou":false,"active":true},{"id":"d3974b1d-ff06-46db-abd1-bcd7ca1602f6","order":1230,"text":"IN WITNESS WHEREOF, the Parties hereto have executed this Independent Contractor Agreement as of the Effective Date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"marginTop":"20"},{"id":"5827180b-39c5-4fcf-8f4f-bfb49b533374","order":1240,"text":"THE CLIENT:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"23f31f06-6020-4e9d-a14c-e92830d71f65","order":1250,"text":"By: ____________________________________
Name: [Client Name]
Date: [Signature Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"ENT","type":"remove","operator":"="}]},{"id":"df266ab2-ce38-40f1-aa2a-fb4ab15bdd32","order":1265,"text":"[Client Entity Name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"IND","type":"remove","operator":"="}]},{"id":"9e01eb4c-1595-4d82-aa24-c645ac8d5019","order":1270,"text":"By: ____________________________________
Name: [Representative Name]
Title: [Title]
Date: [Signature Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"IND","type":"remove","operator":"="}]},{"id":"5af83ed7-9b27-4b4f-9a5f-318cde8ffb73","order":1280,"text":"THE CONTRACTOR:","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"15","cflou":false,"active":true,"marginTop":"10"},{"id":"01df4f89-7e26-4e90-9c29-2cd035c3bbdb","order":1290,"text":"[Contractor Name]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a45e9c90-bd26-4d61-b4cd-3c3cd60bd93b","order":1300,"text":"By: ____________________________________
Name: [Contractor Signatory]
Date: [Signature Date]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"e95fff4a-4894-4cc8-8568-a9dc980a1bcb","order":1310,"text":"NOTICES UNDER THIS AGREEMENT","fontSize":"13","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"5aedfeb8-b9ff-4dde-b35b-ac0d7c90b11e","order":1320,"text":"All notices to the Client shall be sent to:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"aab77b10-6b8d-481d-b3d8-bb263e222479","order":1330,"text":"[Client Name]
Email: [Client Email]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"ENT","type":"remove","operator":"="}]},{"id":"a4ef9028-640c-4eac-a7c8-1e0238645f2d","order":1340,"text":"[Client Entity Name]
Attn: [Representative Name]
Email: [Client Notice Email]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"15","cflou":false,"active":true,"displayConditions":[{"field":"257e897b-44b1-4124-9874-13af2e2329a8","value":"IND","type":"remove","operator":"="}]},{"id":"0510ce80-06d8-435c-977f-569b1feb6e50","order":1350,"text":"All notices to the Contractor shall be sent to:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"47151c18-7219-4998-b242-05cf707edbe9","order":1360,"text":"[Contractor Name]
Email: [Contractor Email]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"e6042400-c515-48f0-9747-33c691b618da","order":1370,"text":"ATTACHMENTS AND TAX IDENTIFICATION","fontSize":"13","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"20"},{"id":"8d567730-ef12-42a9-83aa-7aa9ead68964","order":1380,"text":"The Contractor's Taxpayer Identification Number (TIN) for purposes of IRS Form 1099-NEC reporting is: [Contractor TIN]. The Contractor shall deliver to the Client a duly completed Form W-9 contemporaneously with the execution of this Agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"8e04202e-0298-493f-80da-0fcf044fa789","order":1390,"text":"— End of Agreement —","fontSize":"12","textAlign":"center","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true}]