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SUBCONTRACTOR AGREEMENT

This Consulting Agreement (the "Agreement") is made this Current Day day of Current Month, Current Year by and between Company Name, a State company (hereafter "Company"), and Company Name, (hereafter "Subcontractor").

Company is in need of assistance in the following areas for Company Name, a client of Company's:

Insert areas in need of assistance with. Subcontractor has agreed to perform work for Company on this project.

In consideration of the mutual covenants set forth in this Agreement, Company and Subcontractor hereby agree as follows:

Specifications

Subcontractor shall be available and shall provide the following efforts and services as requested:

Insert description of services to be provided.

Compensation

Company will compensate Subcontractor on the following basis: hourly rate/flat fee/commission/other: Hourly Rate.

If hourly rate, include the following:

Subcontractor will submit written, signed reports of the time spent performing services under this Agreement, itemizing in reasonable detail the date on which services were performed, the number of hours spent on such date, and a brief description of the services rendered. Company will receive reports no less than once per month on or before the first day of each month, and the total amount of work will not exceed Maximum Amount of Work. Company shall pay Subcontractor all amounts due within 30 days after such reports are received.

Company will pay Subcontractor for the following expenses incurred under this Agreement:

Insert description of acceptable contractor expenses. Subcontractor shall submit written documentation and receipts itemizing the date on which such expenses were incurred. Company shall pay Subcontractor all amounts due within 30 days after such reports are received.

Independent Contractor

Nothing herein shall be construed to create an employer-employee relationship between the parties. The consideration set forth above shall be the sole payment due to Subcontractor for services rendered. It is understood that Company will not withhold any amounts for payment of taxes from the compensation of Subcontractor and that Subcontractor will be solely responsible to pay all applicable taxes from said payment, including payments owed to its employees and subagents.

Insurance

Subcontractor will carry general liability, automobile liability, workers' compensation, and employer's liability insurance in the amount of Liability Coverage Amount. In the event Subcontractor fails to carry such insurance, or such insurance coverage lapses while this Agreement is in effect, Subcontractor shall indemnify and hold harmless Company, its agents and employees, from and against any such damages, claims, and expenses arising out of or resulting from work conducted by Subcontractor and its agents or employees.

Standards

All work will be done in a competent manner in accordance with applicable standards of the profession and any specific requirements of Company contracts with clients, and all services are subject to final approval prior to Company's payment.

Warranties

Subcontractor shall make no representations, warranties or commitments binding Company without Company's prior written consent.

Confidentiality

In the course of performing services, the parties recognize that Subcontractor may come in contact with or become familiar with information which Company or its clients may consider confidential. This information may include, but not limited to, information pertaining to design methods, pricing information, or work methods of Company, as well as information provided by clients of Company for inclusion in work to be developed for clients, which may be of value to competitors of Company or its clients. Subcontractor agrees to keep all such information confidential and not to discuss what evolved any of it to anyone other than appropriate Company personnel or their delegates.

The parties agree that in the event of a breach of this Agreement damages may be difficult to ascertain or prove. The parties therefore agree that if Client breaches this Agreement, Company shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to an award of liquidated damages in the amount of Liquidation Dollar Amount.

Term of Agreement

This Agreement shall begin on Start Date and shall terminate on End Date, unless terminated for any reason by either party upon thirty (30) days prior written notice.

Communication

Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known address.

Entire Agreement

This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understanding, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto.

Binding Effect

This Agreement shall be binding upon and shall inure to the benefit of Company and to Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Subcontractor of any of its rights or obligations hereunder to any third party without Company's prior written consent.

Ownership Rights

All plans, ideas, improvements or inventions developed by Subcontractor during the term of this Agreement shall belong to Company and/or its clients for whom work is being performed by subcontractor. Subcontractor shall, however, retain the right to display works s/he creates for Company in their portfolio, subject to Company's written approval in advance, said approval not to be unreasonably withheld.

Non-compete

Subcontractor agrees to not perform business for or solicit business from Client for a period of 2 (two) years the date this Agreement is terminated without written permission from Company.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs.

To any portion of this Agreement declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.

Each party represents and warrants that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below: