Services Agreement Between Client Name and Provider

This Services Agreement is part of the Member Contract between Client and rovider! effective "pon Client#s award and rovider#s acceptance of a $ob on the Site. This Services Agreement incorporates all terms! conditions! r"les! policies! and g"idelines on the Site! incl"ding o"r Terms of Service %&Terms of Service'(. Capitali)ed terms not defined in this Services Agreement are defined in the company name Terms of Service.

1. Member Contract
*pon Client#s award and rovider#s acceptance of a $ob on the Site! Client agrees to p"rchase! and rovider agrees to deliver! the rovider Services in accordance with the following agreements %collectivel+! the &Member Contract'(, %1( the Terms of Service- %2( the $ob terms! as awarded and accepted on the Site! to the e.tent not inconsistent with the Mandator+ Terms %defined below(- %/( an+ other contract"al provisions accepted b+ both Client and rovider and "ploaded to the Site! to the e.tent not inconsistent with the Mandator+ Terms %defined below(- and %0( this Services Agreement. The provisions of this Services Agreement ma+ be modified b+ $ob terms awarded and accepted on the Site or other contract"al provisions accepted b+ both Client and rovider and "ploaded to the Site. 1owever! the other provisions of the Terms of Service besides this Services Agreement %the &Mandatory Terms'( ma+ not be modified. Conflicts in the Member Contract shall be resolved in the following order of precedence, %1( the Mandator+ Terms- %2( the $ob terms! as awarded and accepted on the Site! to the e.tent not inconsistent with the Mandator+ Terms- %/( an+ other contract"al provisions accepted b+ both Client and rovider and "ploaded to the Site! to the e.tent not inconsistent with the Mandator+ Terms- and %0( this Services Agreement. 2otwithstanding an+thing to the contrar+! Client and rovider both agree not to enter into an+ contract"al provisions or $ob terms in conflict with the Mandator+ Terms. An+ part of the Member Contract that conflicts with or modifies the Mandator+ Terms shall be n"ll and void while the other parts of the Member Contract shall remain valid and binding.

2. Res onsibilities and Performance

Client is responsible for managing! inspecting! accepting and pa+ing for satisfactor+ rovider Services in accordance with the Member Contract in a timel+ and professional manner. rovider is responsible for the performance and 3"alit+ of the rovider Services in accordance with the Member Contract in a timel+ and professional manner! consistent with ind"str+ practice! at a location! place and time that rovider deems appropriate. The manner and means that rovider chooses to perform the $ob are in rovider#s sole discretion and control. 4n performing the $ob! rovider agrees to provide its own e3"ipment! tools! and other materials at its own e.pense. Client and rovider each covenants and agrees to act with good faith and fair dealing in performance of the Member Contract.

!. "#ration of Services
The d"ration of performance of rovider Services "nder the Member Contract commences and terminates on the dates specified in the $ob terms! "nless both Client and rovider otherwise agree thro"gh a change re3"est on the Site and "ploaded to the 5or6room.

$. %nde endent Contractor Relations&i

rovider#s relationship with Client will be that of an independent contractor! and nothing in the Member Contract sho"ld be constr"ed to create a partnership! 7oint vent"re! or emplo+er-emplo+ee relationship. rovider %a( is not the agent of Client- %b( is not a"thori)ed to ma6e an+ representation! contract! or commitment on behalf of Client- %c( will not be entitled to an+ of the benefits that Client ma6es available to its emplo+ees! s"ch as gro"p ins"rance! profitsharing or retirement benefits %and waives the right to receive an+ s"ch benefits(- and %d( will be solel+ responsible for

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all ta. ret"rns and pa+ments re3"ired to be filed with or made to an+ federal! state! or local ta. a"thorit+ with respect to rovider#s performance of services and receipt of fees "nder the Member Contract. rovider is solel+ and e.cl"sivel+ liable for compl+ing with all applicable state! federal and international laws incl"ding laws governing self-emplo+ed individ"als! if applicable! s"ch as laws related to pa+ment of ta.es! social sec"rit+! disabilit+! and other contrib"tions based on fees paid to rovider "nder the Member Contract. Client will not withhold or ma6e pa+ments for social sec"rit+! "nemplo+ment ins"rance or disabilit+ ins"rance contrib"tions! or obtain wor6ers# compensation ins"rance on rovider#s behalf. rovider hereb+ agrees to indemnif+ and defend Client against an+ and all s"ch ta.es or contrib"tions! incl"ding penalties and interest. rovider agrees to provide proof of pa+ment of appropriate ta.es on an+ fees paid to rovider "nder the Member Contract "pon reasonable re3"est of Client.

'. %ntellect#al Pro erty Rig&ts

Certain "efined Terms As "sed in this Services Agreement! the following capitali)ed terms have the following meanings "nless the conte.t otherwise re3"ires, &Bac(gro#nd Tec&nology' means all 4nventions developed b+ rovider other than in the co"rse of providing services to Client here"nder and all 4nventions ac3"ired or licensed b+ rovider and disclosed to Client that rovider "ses in performing services "nder the Member Contract or incorporates into $ob. &%ntellect#al Pro erty Rig&ts' has the meaning given in the Terms of Service. &%nvention' means an+ ideas! concepts! information! materials! processes! data! programs! 6now-how! improvements! discoveries! developments! designs! artwor6! form"lae! other cop+rightable wor6s! and techni3"es and all 4ntellect"al ropert+ 8ights therein. &)or( Prod#ct' means an+ and all wor6 prod"ct developed b+ rovider as re3"ired to complete the $ob and delivered to the Client in the performance of the $ob! e.cl"ding 9ac6gro"nd Technolog+. Bac(gro#nd Tec&nology. rovider will disclose an+ 9ac6gro"nd Technolog+ which rovider proposes to "se or incorporate in connection with performance of its services to Client. 4f rovider discloses no 9ac6gro"nd Technolog+! rovider warrants that it will not "se 9ac6gro"nd Technolog+ or incorporate it into 5or6 rod"ct provided p"rs"ant thereto. 2otwithstanding the foregoing! "nless otherwise agreed in the $ob Terms! rovider agrees that it will not incorporate into 5or6 rod"ct or otherwise deliver to Client an+ software code licensed "nder the :2* : ;! :2* ;: ;! or an+ other license that b+ its terms re3"ires! or conditions the "se or distrib"tion of s"ch code on! the disclos"re! licensing! or distrib"tion of the 5or6 rod"ct or an+ so"rce code owned or licensed b+ the Client. *icense to Bac(gro#nd Tec&nology. rovider hereb+ a"tomaticall+ "pon receipt of pa+ment from Client! grants to Client a non-e.cl"sive! perpet"al! f"ll+-paid and ro+alt+-free! irrevocable and world-wide right! with rights to s"blicense thro"gh m"ltiple levels of s"blicensees! to reprod"ce! ma6e derivative wor6s of! distrib"te! p"blicl+ perform! and p"blicl+ displa+ in an+ form or medi"m! whether now 6nown or later developed! ma6e! have made! "se! sell! import! offer for sale! and e.ercise an+ and all present or f"t"re rights in the 9ac6gro"nd Technolog+ incorporated or "sed in 5or6 rod"ct. +wners&i of ,ob and %ntellect#al Pro erty. rovider agrees that the 5or6 rod"ct is a wor6 made for hire. *pon rovider#s receipt of pa+ment from Client! an+ 4ntellect"al ropert+ 8ights in the 5or6 rod"ct will be the sole and e.cl"sive propert+ of Client! and Client will be deemed to be the a"thor thereof. 4f rovider has an+ rights to s"ch 4ntellect"al ropert+ 8ights that are not owned b+ Client "pon rovider#s receipt of pa+ment! rovider hereb+ a"tomaticall+ irrevocabl+ assigns to s"ch Client all right! title and interest worldwide in and to s"ch 4ntellect"al ropert+ 8ights. <.cept as set forth below! rovider retains no rights to "se s"ch 4ntellect"al ropert+ 8ights and agrees not to challenge the validit+ of Client#s ownership in s"ch 4ntellect"al ropert+ 8ights. rovider hereb+ waives an+ moral rights! rights of paternit+! integrit+! disclos"re and withdrawal or inalienable rights "nder applicable law in and to the 5or6 rod"ct. *icense to or )aiver of +t&er Rig&ts. 4f rovider has an+ right to s"ch 4ntellect"al ropert+ 8ights that cannot be assigned b+ rovider! rovider hereb+ a"tomaticall+ "pon receipt of pa+ment from Client "nconditionall+ and irrevocabl+ grants to Client d"ring the term of s"ch rights! an e.cl"sive! even as to rovider! irrevocable! perpet"al!
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worldwide! f"ll+ paid and ro+alt+-free license! with rights to s"blicense thro"gh m"ltiple levels of s"blicensees! to reprod"ce! ma6e derivative wor6s of! distrib"te! p"blicl+ perform and p"blicl+ displa+ in an+ form or medi"m! whether now 6nown or later developed! ma6e! "se! sell! import! offer for sale and e.ercise an+ and all s"ch rights. 4f rovider has an+ rights to s"ch 4ntellect"al ropert+ 8ights that cannot be assigned or licensed! rovider hereb+ a"tomaticall+ "pon receipt of pa+ment from Client "nconditionall+ and irrevocabl+ waives the enforcement of s"ch rights! and all claims and ca"ses of action of an+ 6ind against Client or related to Client#s c"stomers! with respect to s"ch rights! and agrees! at Client#s re3"est and e.pense! to consent to and 7oin in an+ action to enforce s"ch rights. Assistance. rovider agrees to assist Client in ever+ wa+! both d"ring and after the term of the Member Contract! to obtain and enforce *nited States and foreign 4ntellect"al ropert+ 8ights relating to 5or6 rod"ct in all co"ntries.

-. Com etitive or Conflicting ,obs

rovider agrees! d"ring the term of the Member Contract! not to enter into a contract or accept an obligation that is inconsistent or incompatible with rovider#s obligations "nder the Member Contract. rovider warrants that there is no s"ch contract or obligation in effect as of the <ffective =ate. rovider f"rther agrees not to disclose to! deliver to! or ind"ce Client to "se an+ confidential information that belongs to an+one other than Client or rovider.

.. Confidential %nformation
rovider agrees that d"ring the term of the Member Contract and thereafter! e.cept as e.pressl+ a"thori)ed in writing b+ Client! rovider %a( will not "se or permit the "se of Confidential 4nformation %as defined below( in an+ manner or for an+ p"rpose not e.pressl+ set forth in the Member Contract- %b( will not disclose! lect"re "pon! p"blish! or permit others to disclose! lect"re "pon! or p"blish an+ Confidential 4nformation to an+ third part+ witho"t first obtaining Client#s e.press written consent on a case-b+-case basis- %c( will limit access to Confidential 4nformation to rovider personnel who need to 6now s"ch information in connection with their wor6 for Client- and %d( will not remove an+ tangible embodiment of an+ Confidential 4nformation from Client#s premises witho"t Client#s prior written consent. &Confidential %nformation' means all information related to Client#s b"siness and its act"al or anticipated research and development or related to a 5or6 rod"ct delivered or agreed to be delivered from rovider to Client! incl"ding witho"t limitation %i( trade secrets! inventions! ideas! processes! comp"ter so"rce and ob7ect code! form"lae! data! programs! other wor6s of a"thorship! 6now-how! improvements! discoveries! developments! designs! and techni3"es- %ii( information regarding prod"cts or plans for research and development! mar6eting and b"siness plans! b"dgets! financial statements! contracts! prices! s"ppliers! and c"stomers- %iii( information regarding the s6ills and compensation of Client#s emplo+ees! contractors! and an+ other service providers- %iv( information designated b+ Client! either in writing or orall+! as Confidential 4nformation! %v( the e.istence of an+ b"siness disc"ssions! negotiations! or agreements between Client and an+ third part+- and %vi( all s"ch information related to an+ third part+ that is disclosed to Client or to rovider d"ring the co"rse of Client#s b"siness %&T&ird Party %nformation'(. 2otwithstanding the foregoing! it is "nderstood that rovider is free to "se information that is generall+ 6nown in the trade or ind"str+! information that is not gained as a res"lt of a breach of the Member Contract! and rovider#s own s6ill! 6nowledge! 6now-how! and e.perience. Confidential 4nformation shall not incl"de information that was 6nown to rovider prior to Client>s disclos"re here"nder or that becomes p"blicl+ available thro"gh no fa"lt of rovider.

/. Provider Re resentations and )arranties

rovider hereb+ represents and warrants that %a( the 5or6 rod"ct will be an original wor6 of rovider and an+ third parties will have e.ec"ted assignment agreement%s( consistent with this Agreement prior to being allowed to participate in the development of the 5or6 rod"ct- %b( the 5or6 rod"ct will f"ll+ conform to the re3"irements and terms set forth on the Site and in the Member Contract- %c( neither the 5or6 rod"ct nor an+ element thereof will infringe or misappropriate the 4ntellect"al ropert+ 8ights of an+ third part+- %d( neither the $ob nor an+ element thereof will be s"b7ect to an+ restrictions or to an+ mortgages! liens! pledges! sec"rit+ interests! or enc"mbrances%e( rovider will not grant! directl+ or indirectl+! an+ rights or interest whatsoever in the 5or6 rod"ct to third parties%f( rovider has f"ll right and power to enter into and perform the Member Contract witho"t the consent of an+ third part+- %g( rovider has an "n3"alified right to grant the license to all 9ac6gro"nd Technolog+ as set forth in the section titled ;icense to 9ac6gro"nd Technolog+- and %h( rovider will compl+ with all laws and reg"lations applicable to rovider#s obligations "nder the Member Contract.

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0. %ndemnification
rovider will defend! indemnif+! and hold harmless Client against an+ damage! cost! loss or e.pense arising from a claim! s"it or proceeding bro"ght against Client %i( alleging that an+ 5or6 rod"ct that rovider delivers p"rs"ant to the Member Contract or the $ob infringes "pon an+ intellect"al propert+ rights! %ii( alleging that an+ 5or6 rod"ct that rovider delivers p"rs"ant to the Member Contract or the $ob misappropriates an+ trade secrets! of an+ third part+! or %iii( arising from rovider>s breach of the terms of this Agreement.

11. %ns#rance
rovider! at its sole cost and e.pense! will maintain appropriate ins"rance in accordance with generall+ accepted ind"str+ standards.

11. Termination
Termination wit& Ca#se. <ither part+ has the right to terminate the Member Contract immediatel+ in the event that the other part+ has materiall+ breached the Member Contract and fails to c"re s"ch breach within fifteen %1?( da+s of receipt of notice b+ the non-breaching part+! setting forth in reasonable detail the nat"re of the breach. S"ch notice m"st compl+ with the =isp"te 8esol"tion rocess set forth in the Terms of Service. Client ma+ also terminate the Member Contract immediatel+ in its sole discretion in the event of rovider#s material breach of the Sections titled &4ntellect"al ropert+ 8ights!' &Competitive or Conflicting $obs!' and &Confidential 4nformation.' Ret#rn of Pro erty. *pon termination of the Member Contract or "pon Client#s re3"est at an+ other time! rovider will deliver to Client all of Client#s propert+ together with all copies thereof! and an+ other material containing or disclosing an+ 5or6 rod"ct! Third art+ 4nformation! or Confidential 4nformation. S#rvival. 4n addition to the provisions of the Terms of Service that will s"rvive! the following provisions will s"rvive termination of the Member Contract, Sections titled &4ntellect"al ropert+ 8ights!' &Confidential 4nformation!' & rovider 8epresentations and 5arranties!' &4ndemnification!' &8et"rn of ropert+!' &S"rvival!' &<.cl"sion and ;imitations of ;iabilit+!' and &:eneral rovisions.'

12. M#lti23m loyee Provider

9efore an+ rovider#s emplo+ee or agent performs services in connection with the Member Contract or has access to Confidential 4nformation! the emplo+ee or agent and rovider m"st have entered into a binding written agreement that contains provisions s"bstantiall+ e3"ivalent to the sections titled &4ntellect"al ropert+ 8ights!' &Competitive or Conflicting $obs!' &Confidential 4nformation!' and an+ modifications thereto. rovider agrees %a( that its emplo+ees and agents will not be entitled to or eligible for an+ benefits that Client ma+ ma6e available to its emplo+ees- %b( to limit access to the Confidential 4nformation to emplo+ees or agents of rovider who have a reasonable need to have s"ch access in order to perform the services p"rs"ant to the Member Contract- and %c( to be solel+ responsible for all e.penses inc"rred b+ an+ of its emplo+ees or agents in performing the services or otherwise performing its obligations "nder the Member Contract! e.cept as set forth in this Agreement.

1!. "%SC*A%M3R +4 )ARRANT%3S

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1$. 35C*6S%+NS AN" *%M%TAT%+NS +4 *%AB%*%T7

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C@2S<E*<2T4A;! 42C4=<2TA; @8 *24T4D< =AMA:<S *8S*A2T T@ T1< M<M9<8 C@2T8ACT! 42C;*=42: 9*T 2@T ;4M4T<= T@! ;@SS @C 8@C4TS! ;@SS @C 9*S42<SS @ @8T*24T4<S @8 ;@SS @C :@@=54;;! <D<2 4C A=D4S<= @C T1< @SS494;4TB @C S*C1 =AMA:<S. 2@T54T1STA2=42: A2B @T1<8 8@D4S4@2 @C T14S A:8<<M<2T! <AC< T C@8 A D4@;AT4@2 @C S<CT4@2 7 @C T14S A:8<<M<2T T4T;<= C@2C4=<2T4A; 42C@8MAT4@2 A2= AS 8@D4=<= *2=<8 S<CT4@2 F @C T14S A:8<<M<2T T4T;<= 42=<M24C4CAT4@2! 42 2@ <D<2T 54;; <4T1<8 8@D4=<8 @8 C;4<2T 9< ;4A9;< T@ T1< @T1<8 C@8 A2B ACT4@2 @8 C;A4M 8<;AT<= T@ T1< S<8D4C<S 8@D4=<= C@8 T1< $@9! 51<T1<8 9AS<= @2 C@2T8ACT! T@8T! 2<:;4:<2C< @8 A2B @T1<8 T1<@8B @C ;4A94;4TB! 42 A2 AM@*2T 42 <AC<SS @C T1< AM@*2T T1< C;4<2T A4= T@ T1< 8@D4=<8 T18@*:1 T1< S4T< =*842: T1< @2< %1( B<A8 <84@= 4MM<=4AT<;B 8<C<=42: T1< =<T<8M42AT4@2 @C S*C1 ;4A94;4TB. S@M< STAT<S A2= $*84S=4CT4@2S =@ 2@T A;;@5 C@8 A;; T1< C@8<:@42: <AC;*S4@2S A2= ;4M4TAT4@2S @C ;4A94;4T4<S! S@ T@ T1AT <AT<2T! 4C A2B! S@M< @8 A;; @C T1<S< =4SC;A4M<8S! ;4M4TAT4@2S A2= <AC;*S4@2S MAB 2@T A ;B T@ B@*.

1'. 8eneral Provisions

8overning *aw and 9en#e. The Member Contract and an+ action related thereto will be governed! controlled! interpreted! and defined b+ and "nder the laws of the State of California! witho"t giving effect to an+ conflicts of laws principles that re3"ire the application of the law of a different 7"risdiction. rovider hereb+ e.pressl+ consents to the personal 7"risdiction and ven"e in the state and federal co"rts for Santa Clara Co"nt+! California! or the co"nt+ in which Client#s principal place of b"siness is located for an+ laws"it filed there against rovider b+ Client or b+ Compan+ 2ame arising from or related to the Member Contract. Severability. 4f an+ provision of the Member Contract is! for an+ reason! held to be invalid or "nenforceable! the other provisions of the Member Contract will be "nimpaired and the invalid or "nenforceable provision will be deemed modified so that it is valid and enforceable to the ma.im"m e.tent permitted b+ law. No Assignment. The Member Contract! and the part+#s rights and obligations herein! ma+ not be assigned! s"bcontracted! delegated! or otherwise transferred b+ either part+ witho"t the other#s prior written consent! and an+ attempted $ob! s"bcontract! delegation! or transfer in violation of the foregoing will be n"ll and void. The terms of the Member Contract will be binding "pon assignees. 2otwithstanding the foregoing! Client ma+! witho"t the consent of rovider! assign an+ rights and obligations "nder the Member Contract to an entit+ merging with! consolidating with! or p"rchasing s"bstantiall+ all its assets or stoc6. An+ permitted assignment of the Member Contract shall be binding "pon and enforceable b+ and against Client#s and rovider#s s"ccessors and assigns! provided that an+ "na"thori)ed assignment shall be n"ll and void and constit"te a breach of the Member Contract. Notices. <ach part+ m"st deliver all notices or other comm"nications re3"ired or permitted "nder the Member Contract to the other part+ b+ "ploading it to the 5or6room. %n:#nctive Relief. rovider ac6nowledges that! beca"se its services are personal and "ni3"e and beca"se rovider will have access to Confidential 4nformation of Client! an+ breach of the Member Contract b+ rovider wo"ld ca"se irreparable in7"r+ to Client for which monetar+ damages ma+ not be an ade3"ate remed+ and! therefore! will entitle Client to in7"nctive relief %incl"ding specific performance(. The rights and remedies provided to each part+ in the Member Contract are c"m"lative and in addition to an+ other rights and remedies available to s"ch part+ at law or in e3"it+. )aiver. An+ waiver or fail"re to enforce an+ provision of the Member Contract on one occasion will not be deemed a waiver of an+ other provision or of s"ch provision on an+ other occasion. 3; ort. rovider agrees not to e.port! directl+ or indirectl+! an+ *.S. technical data ac3"ired from Client or an+ prod"cts "tili)ing s"ch data! to co"ntries o"tside the *nited States! beca"se s"ch e.port co"ld be in violation of the *nited States e.port laws or reg"lations. 3;ec#tion and "elivery< Binding 3ffect. The parties will evidence e.ec"tion and deliver+ of the Member Contract with the intention of becoming legall+ bo"nd! b+ accepting the Terms of Service on the Site.

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3ntire Agreement. The Member Contract is the final! complete and e.cl"sive agreement of the parties with respect to the s"b7ect matters hereof and s"persedes and merges all prior disc"ssions between the parties with respect to s"ch s"b7ect matters. 2o modification of or amendment to the Member Contract! or an+ waiver of an+ rights "nder the Member Contract! will be effective "nless "ploaded to the 5or6room and accepted b+ rovider and Client. The terms of the Member Contract will govern all $obs and services "nderta6en b+ rovider for Client.

C+NTACT%N8 6S
4f +o" wish to report a violation of the Terms of Service! have an+ 3"estions or need assistance! please contact Compan+ 2ame C"stomer S"pport as follows, )eb S# ort= http,GGwww.Compan+ 2ame.comGservice 3mail= servicesHCompan+ 2ame.com P&one= %Mon-Cri! I a.m. - ? p.m. acific Time(, 1-I77-0-C@M A2B 2AM< %1-I77-0/?-2J2/( +nline >el To ics= http,GGwww.Compan+ 2ame.comGhelp

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