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Independent Service Contractor Agreement

(To The Corporation)

THIS AGREEMENT, dated _______, 20__ between __________________ (hereinafter "the Corporation") and _____________ (hereinafter "the Independent Contractor").

Now, therefore, the parties hereto agree as follows:

1. Emplyment. The Corporation shall employ the Independent Contractor, and the Independent Contractor shall serve the Corporation upon the terms and conditions hereinafter set forth.

2. Term & Extension. The employment of the Independent Contractor hereunder shall commence on ______________, 20__ and shall continue to and including ____________________.

3. Duties. During the period or periods of his/her employment hereunder, the Independent Contractor shall serve the Corporation and shall perform any and all general _________ services required or requested in connection with their business. Within the limitations hereinabove provided, the Independent Contractor will render such other advisory services in connection with the ________ services of the Corporation as may be requested from time to time by the officers or directors of the Corporation, without further compensation other than that for which provision is made in this Agreement.

4. Time Requirements. The Independent Contractor shall devote during the period ending ____________, 20__ not more than ______% of his/her entire time, energy, and skill to the duties of his/her employment hereunder and shall periodically, or at any time upon the request of the Corporation, submit data as to the time performed.

5. Compensation. The Corporation shall pay to the Independent Contractor for his/her services sums in the aggregate amounting to $_______ or ______% per ____________ project, during the period of his/her employment hereunder. Such aggregate sums shall be paid upon satisfactory completion of any _______________________ project and from the proceeds received from the client for whom ___________________ services are rendered.

6. Indemnification & Hold Harmless Provision. The Independent Contractor agrees hereby to indemnify and hold harmless the Corporation from any and all claims by the Independent Contractor which may arise out of and in the course of the performance of his/her duties hereunder. Any and all claims for unemployment benefits and or claims for workers' compensation benefits are hereby expressly waived by the within Independent Contractor who agrees to maintain separate policies of liability, health, and accident insurance as may be necessary or required by the Corporation in connection with the performance of its duties herein.

7. Relationship Between Parties. The Independent Contractor is employed by the Corporation only for the purposes and to the extent set forth in this Agreement, and his/her relation to the Corporation shall, during the period or periods of his/her employment and services hereunder, be that of an independent contractor. The Independent Contractor shall be free to dispose of such portion of his/her entire time, energy, and skill during regular business hours as he is not obligated to devote hereunder to the Corporation in such manner as he sees fit and to such persons, firms, or corporations as he deems advisable. The Independent Contractor shall not be considered as having an employee status or as being entitled to participate in any plans, arrangements, or distributions by the Corporation pertaining to or in connection with any insurance, pension, stock, bonus, profit-sharing, or similar benefits for their regular employees.

8. Professional Responsibility. Nothing in this Agreement shall be construed to interfere with or otherwise affect the rendering of services by the Independent Contractor in accordance with his/her independent and professional judgment. The Independent Contractor shall perform his/her services in a good and workmanlike manner and in accordance with generally accepted ________________ practices.

9. Entire Agreement. The within Agreement shall be construed in accordance with __________ (State) law and shall constitute the entire Agreement between the parties. In witness whereof, ________________ has caused this Agreement to be executed in its corporate name by its corporate officers, and __________________, the Independent Contractor hereunder, has set his/her hand and seal, as of this day and year first above written.

__________________________

Attest

__________________________

By

__________________________

Seal