INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the Agreement) is entered into as of

_________ __, 20____ (the Effective Date) ! and et"een ______________, a
__________ #individ$a%&corporation&partnership&etc'( (the Contractor), and
_______________________, a __________ #corporation&partnership&etc'( (the
Compan!, and together "ith the Contractor, the )arties)'
RECITALS
WHEREAS, the Compan! "ishes to engage the Contractor as an independent
contractor for the Compan! for the p$rpose of comp%eting certain specified tas*s on the
terms and conditions set forth e%o"+ and
WHEREAS, the Contractor "ishes to provide the ,ervices (as defined e%o") in
accordance "ith the terms of this Agreement+ and
WHEREAS, each )art! is d$%! a$thori-ed and capa%e of entering into this
Agreement'
NOW THEREFORE, in consideration of the aove recita%s and the m$t$a%
promises and enefits contained herein, the )arties here! agree as fo%%o"s.
1. RESPONSIBILITIES.
(a) /f the Contractor' The Contractor agrees to do each of the fo%%o"ing.
A' )erform the ,ervices set forth in E0hiit A attached hereto and made a
part hereof (co%%ective%!, the ,ervices)'
1' Devote as m$ch prod$ctive time, energ!, and ai%it! to the
performance of its d$ties here$nder as ma! e necessar! to provide the
re2$ired ,ervices in a time%! and prod$ctive manner'
C' )erform the ,ervices in a safe, good, and "or*man%i*e manner !
f$%%!3trained, s*i%%ed, competent, and e0perienced personne% $sing at
a%% times ade2$ate e2$ipment in good "or*ing order'
D' Comm$nicate "ith the Compan! regarding progress the Contractor
has made in performing the ,ervices'
E' ,$pp%! a%% too%s, e2$ipment, and s$pp%ies re2$ired to perform the "or*
$nder this Agreement, e0cept to the e0tent that the Contractor4s "or*
m$st e performed on or "ith the Compan!4s e2$ipment'
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6' Ens$re that a%% materia%s and e2$ipment f$rnished to its personne% is of
good and merchanta%e 2$a%it!, $n%ess other"ise agreed ! the
Compan!'
7' )rovide services (inc%$ding the ,ervices) and end prod$cts that are
satisfactor! and accepta%e to the Compan! and free of defects'
8' 9emove, rep%ace, or correct a%% or an! portion of the "or* or end
prod$cts fo$nd defective or $ns$ita%e, "itho$t additiona% cost or ris*
to the Compan!'
() /f the Compan!' The Compan! agrees to do each of the fo%%o"ing.
A' Engage the Contractor as an independent contractor to perform the
,ervices set forth in E0hiit A to this Agreement'
1' )rovide re%evant information to assist the Contractor "ith the
performance of the ,ervices'
C' ,atisf! a%% of the Contractor4s reasona%e re2$ests for assistance in its
performance of the ,ervices'
2. NATURE OF RELATIONSHIP.
(a) Independent Contractor ,tat$s' The Contractor agrees to perform the
,ervices here$nder so%e%! as an independent contractor' The )arties agree
that nothing in this Agreement sha%% e constr$ed as creating a :oint
vent$re, partnership, franchise, agenc!, emp%o!er&emp%o!ee, or simi%ar
re%ationship et"een the )arties, or as a$thori-ing either )art! to act as the
agent of the other' The Contractor is and "i%% remain an independent
contractor in its re%ationship to the Compan!' The Compan! sha%% not e
responsi%e for "ithho%ding ta0es "ith respect to the Contractor4s
compensation here$nder' The Contractor sha%% have no c%aim against the
Compan! here$nder or other"ise for vacation pa!, sic* %eave, retirement
enefits, socia% sec$rit!, "or*er4s compensation, hea%th or disai%it!
enefits, $nemp%o!ment ins$rance enefits, or emp%o!ee enefits of an!
*ind' ;othing in this Agreement sha%% create an! o%igation et"een either
)art! and a third part!'
() Indemnification of Compan! ! Contractor' The Compan! has entered
into this Agreement in re%iance on information provided ! the Contractor,
inc%$ding the Contractor4s e0press representation that it is an independent
contractor and in comp%iance "ith a%% app%ica%e %a"s re%ated to "or* as an
independent contractor' If an! reg$%ator! od! or co$rt of competent
:$risdiction finds that the Contractor is not an independent contractor
and&or is not in comp%iance "ith app%ica%e %a"s re%ated to "or* as an
Independent Contractor Agreement
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independent contractor, ased on the Contractor4s o"n actions, the
Contractor sha%% ass$me f$%% responsii%it! and %iai%it! for a%% ta0es,
assessments, and pena%ties imposed against the Contractor and&or the
Compan! res$%ting from s$ch contrar! interpretation, inc%$ding $t not
%imited to ta0es, assessments, and pena%ties that "o$%d have een ded$cted
from the Contractor4s earnings had the Contractor een on the Compan!4s
pa!ro%% and emp%o!ed as an emp%o!ee of the Compan!'
3. CONFIDENTIAL INFORMATION.
The Contractor agrees, d$ring the Term and thereafter, to ho%d in strictest confidence, and
not to $se, e0cept for the enefit of the Compan!, or to disc%ose to an! person, firm, or
corporation "itho$t the prior "ritten a$thori-ation of the Compan!, an! Confidentia%
Information of the Compan!' Confidentia% Information means an! of the Compan!4s
proprietar! information, technica% data, trade secrets, or *no"3ho", inc%$ding, $t not
%imited to, research, prod$ct p%ans, prod$cts, services, c$stomer %ists, mar*ets, soft"are,
deve%opments, inventions, processes, form$%as, techno%og!, designs, dra"ings,
engineering, hard"are config$ration information, mar*eting, finances, or other $siness
information disc%osed to the Contractor ! the Compan!, either direct%! or indirect%!' The
Contractor ma! $se the Confidentia% Information to the e0tent necessar! for negotiations,
disc$ssions, and cons$%tations "ith Compan! personne% or a$thori-ed representatives or
for an! other p$rpose the Compan! ma! hereafter a$thori-e in "riting'
4. REPRESENTATIONS AND WARRANTIES.
(a) The )arties each represent and "arrant as fo%%o"s.
A' Each )art! has f$%% po"er, a$thorit!, and right to perform its
o%igations $nder the Agreement'
1' This Agreement is a %ega%, va%id, and inding o%igation of each )art!,
enforcea%e against it in accordance "ith its terms (e0cept as ma! e
%imited ! an*r$ptc!, inso%venc!, moratori$m, or simi%ar %a"s
affecting creditors4 rights genera%%! and e2$ita%e remedies)'
C' Entering into this Agreement "i%% not vio%ate the charter or !%a"s of
either )art! or an! materia% contract to "hich that )art! is a%so a part!'
() The Contractor here! represents and "arrants as fo%%o"s.
A' The Contractor has the so%e right to contro% and direct the means,
detai%s, manner, and method ! "hich the ,ervices re2$ired ! this
Agreement "i%% e performed'
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1' The Contractor has the right to perform the ,ervices re2$ired ! this
Agreement at an! p%ace or %ocation, and at s$ch times as the
Contractor sha%% determine'
C' The ,ervices sha%% e performed in accordance "ith standards
prevai%ing in the Compan!4s ind$str!, and sha%% f$rther e performed
in accordance "ith and sha%% not vio%ate an! app%ica%e %a"s, r$%es, or
reg$%ations, and the Contractor sha%% otain a%% permits or permissions
re2$ired to comp%! "ith s$ch standards, %a"s, r$%es, or reg$%ations'
D' The ,ervices re2$ired ! this Agreement sha%% e performed ! the
Contractor or the Contractor4s staff, and the Compan! sha%% not e
re2$ired to hire, s$pervise, or pa! an! assistants to he%p the Contractor
perform s$ch services'
E' The Contractor is responsi%e for pa!ing a%% ordinar! and necessar!
e0penses of its staff'
6' The Contractor is responsi%e for providing ins$rance coverage for
itse%f and its staff'
(c) The Compan! here! represents and "arrants as fo%%o"s.
A' The Compan! "i%% ma*e time%! pa!ments of amo$nts earned ! the
Contractor $nder this Agreement'
1' The Compan! sha%% notif! the Contractor of an! changes to its
proced$res affecting the Contractor4s o%igations $nder this Agreement
at %east <0 da!s prior to imp%ementing s$ch changes'
C' The Compan! sha%% provide s$ch other assistance to the Contractor as
it deems reasona%e and appropriate'
5. COMPENSATION.
(a) Terms and Conditions' The Compan! sha%% pa! the Contractor in
accordance "ith the terms and conditions set forth in E0hiit A'
() Timing of )a!ment' )a!ments sha%% e made to the Contractor "ithin
_________ (______) da!s of the Compan!4s receipt of the Contractor4s
invoice (s$pported ! reasona%e doc$mentation) for a%% ,ervices
performed to the Compan!4s satisfaction in accordance "ith E0hiit A'
(c) ;o )a!ments in Certain Circ$mstances' ;ot"ithstanding the foregoing, no
pa!ment sha%% e pa!a%e to the Contractor $nder an! of the fo%%o"ing
circ$mstances.
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A' if prohiited $nder app%ica%e government %a", reg$%ation, or
po%ic!+
1' if the Contractor did not direct%! perform or comp%ete the ,ervices
descried in E0hiit A+
C' if the Contractor did not perform the ,ervices to the reasona%e
satisfaction of the Compan!+ or
D' if the ,ervices performed occ$rred after the e0piration or
termination of the Term of this Agreement, $n%ess other"ise agreed
in "riting'
(d) ;o /ther Compensation' The compensation set o$t aove sha%% e the
Contractor4s so%e compensation $nder this Agreement'
(e) E0penses' An! e0penses inc$rred ! the Contractor in the performance of
this Agreement sha%% e the Contractor4s so%e responsii%it!'
(f) Ta0es' The Contractor is so%e%! responsi%e for the pa!ment of a%% income,
socia% sec$rit!, emp%o!ment3re%ated, or other ta0es inc$rred as a res$%t of
the performance of the ,ervices ! the Contractor $nder this Agreement
and for a%% o%igations, reports, and time%! notifications re%ating to s$ch
ta0es' The Compan! sha%% have no o%igation to pa! or "ithho%d an! s$ms
for s$ch ta0es'
6. (Optional) REPORTING. The Contractor sha%% e re2$ired to report to
____________, or s$ch other officer or emp%o!ee as ma! e designated ! the Compan!'
The Contractor sha%% provide a _________________ #"ee*%!, semi3month%!, month%!,
etc'( "ritten s$mmar! report to the Compan! on its progress' 9eports sha%% consist of
______________________________________________'
7. WOR FOR HIRE.
The Contractor e0press%! ac*no"%edges and agrees that an! "or* prepared ! the
Contractor $nder this Agreement sha%% e considered "or* for hire and the e0c%$sive
propert! of the Compan! $n%ess other"ise specified' To the e0tent s$ch "or* ma! not e
deemed a "or* for hire $nder app%ica%e %a", the Contractor here! assigns to the
Compan! a%% of its right, tit%e, and interest in and to s$ch "or*' The Contractor sha%%
e0ec$te and de%iver to the Compan! an! instr$ments of transfer and ta*e s$ch other
action that the Compan! ma! reasona%! re2$est, inc%$ding, "itho$t %imitation, e0ec$ting
and fi%ing, at the Compan!4s e0pense, cop!right app%ications, assignments, and other
doc$ments re2$ired for the protection of the Compan!4s rights to s$ch materia%s'
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!. NO CONFLICT OF INTEREST" OTHER ACTI#ITIES.
The Contractor here! "arrants to the Compan! that, to the est of its *no"%edge, it is
not c$rrent%! o%iged $nder an e0isting contract or other d$t! that conf%icts "ith or is
inconsistent "ith this Agreement' D$ring the Term (as defined e%o"), the Contractor is
free to engage in other independent contracting activities+ provided, ho"ever, the
Contractor sha%% not accept "or*, enter into contracts, or accept o%igations inconsistent
or incompati%e "ith the Contractor4s o%igations or the scope of ,ervices to e rendered
for the Compan! p$rs$ant to this Agreement'
$. TERM.
This Agreement sha%% ecome effective as of the Effective Date and, $n%ess other"ise
terminated in accordance "ith the provisions of ,ection 50 of this Agreement, "i%%
contin$e $nti% the ,ervices have een satisfactori%! comp%eted and the Contractor has
een paid in f$%% for s$ch ,ervices (the Term) #+ provided, ho"ever, that in no event
sha%% this Agreement remain effective for %onger than ___________ !ears('
1%. TERMINATION.
This Agreement ma! e terminated.
(a) 1! either )art! on provision of ________ (____) da!s "ritten notice to the
other )art!, "ith or "itho$t ca$se'
() 1! either )art! for a materia% reach of an! provision of this Agreement
! the other )art!, if the other )art!4s materia% reach is not c$red "ithin
________ (____) da!s of receipt of "ritten notice thereof'
(c) 1! the Compan! at an! time and "itho$t prior notice, if the Contractor is
convicted of an! crime or offense, fai%s or ref$ses to comp%! "ith the
"ritten po%icies or reasona%e directives of the Compan!, or is g$i%t! of
serio$s miscond$ct in connection "ith performance $nder this Agreement'
6o%%o"ing the termination of this Agreement for an! reason, the Compan! sha%% prompt%!
pa! the Contractor according to the terms of E0hiit A for ,ervices rendered efore the
effective date of the termination' The Contractor ac*no"%edges and agrees that no other
compensation, of an! nat$re or t!pe, sha%% e pa!a%e here$nder fo%%o"ing the
termination of this Agreement'
11. RETURN OF PROPERT&
?ithin _________ da!s of the termination of this Agreement, "hether ! e0piration or
other"ise, the Contractor agrees to ret$rn to the Compan! a%% Compan! prod$cts,
samp%es, mode%s, or other propert! and a%% doc$ments, retaining no copies or notes,
re%ating to the Compan!4s $siness inc%$ding, $t not %imited to, reports, astracts, %ists,
Independent Contractor Agreement
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correspondence, information, comp$ter fi%es, comp$ter dis*s, and a%% other materia%s and
a%% copies of s$ch materia% otained ! the Contractor d$ring and in connection "ith its
representation of the Compan!' A%% fi%es, records, doc$ments, %$eprints, specifications,
information, %etters, notes, media %ists, origina% art"or*&creative, noteoo*s, and simi%ar
items re%ating to the Compan!4s $siness, "hether prepared ! the Contractor or
other"ise coming into its possession, sha%% remain the Compan!4s e0c%$sive propert!'
12. INDEMNIFICATION.
(a) /f Compan! ! Contractor' The Contractor sha%% indemnif! and ho%d
harm%ess the Compan! and its officers, memers, managers, emp%o!ees,
agents, contractors, s$%icensees, affi%iates, s$sidiaries, s$ccessors, and
assigns from and against an! and a%% damages, %iai%ities, costs, e0penses,
c%aims, and&or :$dgments, inc%$ding, "itho$t %imitation, reasona%e
attorne!s4 fees and0020dis$rsements (co%%ective%!, the C%aims) that an!
of them ma! s$ffer from or inc$r and that arise or res$%t primari%! from (i)
an! gross neg%igence or "i%%f$% miscond$ct of the Contractor arising from
or connected "ith Contractor4s carr!ing o$t of its d$ties $nder this
Agreement, or (ii) the Contractor4s reach of an! of its o%igations,
agreements, or d$ties $nder this Agreement'
() /f Contractor ! Compan!' The Compan! sha%% indemnif! and ho%d
harm%ess the Contractor from and against a%% C%aims that it ma! s$ffer
from or inc$r and that arise or res$%t primari%! from (i) the Compan!4s
operation of its $siness, (ii) the Compan!4s reach or a%%eged reach of,
or its fai%$re or a%%eged fai%$re to perform $nder, an! agreement to "hich it
is a part!, or (iii) the Compan!4s reach of an! of its o%igations,
agreements, or d$ties $nder this Agreement+ provided, ho"ever, none of
the foregoing res$%t from or arise o$t of the actions or inactions of the
Contractor'
13. USE OF TRADEMARS'
The Contractor recogni-es the Compan!4s right, tit%e, and interest in and to a%% service
mar*s, trademar*s, and trade names $sed ! the Compan! and agrees not to engage in
an! activities or commit an! acts, direct%! or indirect%!, that ma! contest, disp$te, or
other"ise impair the Compan!4s right, tit%e, and interest therein, nor sha%% the Contractor
ca$se diminishment of va%$e of said trademar*s or trade names thro$gh an! act or
representation' The Contractor sha%% not app%! for, ac2$ire, or c%aim an! right, tit%e, or
interest in or to an! s$ch service mar*s, trademar*s, or trade names, or others that ma! e
conf$sing%! simi%ar to an! of them, thro$gh advertising or other"ise' Effective as of the
termination of this Agreement, "hether ! e0piration or other"ise, the Contractor sha%%
cease to $se a%% of the Compan!4s trademar*s, mar*s, and trade names'
Independent Contractor Agreement
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14. MODIFICATION.
;o amendment, change, or modification of this Agreement sha%% e va%id $n%ess in
"riting and signed ! oth )arties'
15. ASSIGNMENT.
The Compan! ma! assign this Agreement free%!, in "ho%e or in part' The Contractor ma!
not, "itho$t the "ritten consent of the Compan!, assign, s$contract, or de%egate its
o%igations $nder this Agreement, e0cept that the Contractor ma! transfer the right to
receive an! amo$nts that ma! e pa!a%e to it for its ,ervices $nder this Agreement,
"hich transfer "i%% e effective on%! after receipt ! the Compan! of "ritten notice of
s$ch assignment or transfer'
16. SUCCESSORS AND ASSIGNS.
A%% references in this Agreement to the )arties sha%% e deemed to inc%$de, as app%ica%e,
a reference to their respective s$ccessors and assigns' The provisions of this Agreement
sha%% e inding on and sha%% in$re to the enefit of the s$ccessors and assigns of the
)arties'
17. FORCE MA'EURE.
A )art! sha%% e not e considered in reach of or in defa$%t $nder this Agreement on
acco$nt of, and sha%% not e %ia%e to the other )art! for, an! de%a! or fai%$re to perform
its o%igations here$nder ! reason of fire, earth2$a*e, f%ood, e0p%osion, stri*e, riot, "ar,
terrorism, or simi%ar event e!ond that )art!4s reasona%e contro% (each a 6orce Ba:e$re
Event)+ provided, ho"ever, if a 6orce Ba:e$re Event occ$rs, the affected )art! sha%%, as
soon as practica%e.
(a) notif! the other )art! of the 6orce Ba:e$re Event and its impact on
performance $nder this Agreement+ and
() $se reasona%e efforts to reso%ve an! iss$es res$%ting from the 6orce
Ba:e$re Event and perform its o%igations here$nder'
1!. NO IMPLIED WAI#ER.
The fai%$re of either )art! to insist on strict performance of an! covenant or o%igation
$nder this Agreement, regard%ess of the %ength of time for "hich s$ch fai%$re contin$es,
sha%% not e deemed a "aiver of s$ch )art!Cs right to demand strict comp%iance in the
f$t$re' ;o consent or "aiver, e0press or imp%ied, to or of an! reach or defa$%t in the
performance of an! o%igation $nder this Agreement sha%% constit$te a consent or "aiver
to or of an! other reach or defa$%t in the performance of the same or an! other
o%igation'
Independent Contractor Agreement
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1$. NOTICE.
An! notice or other comm$nication provided for herein or given here$nder to a )art!
hereto sha%% e in "riting and sha%% e given in person, ! overnight co$rier, or ! mai%
(registered or certified mai%, postage prepaid, ret$rn3receipt re2$ested) to the respective
)arties as fo%%o"s.
If to the Compan!.
__________________________________________
__________________________________________
__________________________________________
If to the Contractor.
__________________________________________
__________________________________________
__________________________________________
2%. GO#ERNING LAW.
This Agreement sha%% e governed ! the %a"s of the state of______________' In the
event that %itigation res$%ts from or arises o$t of this Agreement or the performance
thereof, the )arties agree to reim$rse the prevai%ing )art!4s reasona%e attorne!s4 fees,
co$rt costs, and a%% other e0penses, "hether or not ta0a%e ! the co$rt as costs, in
addition to an! other re%ief to "hich the prevai%ing )art! ma! e entit%ed'
21. COUNTERPARTS(ELECTRONIC SIGNATURES.
This Agreement ma! e e0ec$ted in one or more co$nterparts, each of "hich sha%% e
deemed an origina% $t a%% of "hich sha%% constit$te one and the same instr$ment' 6or
p$rposes of this Agreement, $se of a facsimi%e, e3mai%, or other e%ectronic medi$m sha%%
have the same force and effect as an origina% signat$re'
22. SE#ERABILIT&.
?henever possi%e, each provision of this Agreement "i%% e interpreted in s$ch manner
as to e effective and va%id $nder app%ica%e %a", $t if an! provision of this Agreement is
he%d to e inva%id, i%%ega%, or $nenforcea%e in an! respect $nder an! app%ica%e %a" or
r$%e in an! :$risdiction, s$ch inva%idit!, i%%ega%it!, or $nenforceai%it! "i%% not affect an!
other provision or an! other :$risdiction, $t this Agreement "i%% e reformed, constr$ed,
and enforced in s$ch :$risdiction as if s$ch inva%id, i%%ega%, or $nenforcea%e provisions
had never een contained herein'
23. ENTIRE AGREEMENT.
This Agreement, constit$tes the fina%, comp%ete, and e0c%$sive statement of the agreement
of the )arties "ith respect to the s$:ect matter hereof, and s$persedes an! and a%% other
Independent Contractor Agreement
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prior and contemporaneo$s agreements and $nderstandings, oth "ritten and ora%,
et"een the )arties'
24. HEADINGS.
8eadings $sed in this Agreement are provided for convenience on%! and sha%% not e $sed
to constr$e meaning or intent'
#,I7;ATF9E )A7E 6/GG/?,(
Independent Contractor Agreement
50
IN WITNESS WHEREOF, the )arties have e0ec$ted this Agreement as of the
date first aove "ritten'
COMPAN& #C/B)A;H ;ABE(
1!.
;ame.
Tit%e.
CONTRACTOR #C/;T9ACT/9 ;ABE(
1!.
;ame.
Tit%e.
Independent Contractor Agreement
55
SAMPLE
E)HIBIT A
DUTIES, SPECIFICATIONS, AND COMPENSATION
A' DUTIES. The Contractor "i%% perform the fo%%o"ing #"or*( #services(
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
_________________________________________________________________'
1' (Optional) SPECIFICATIONS. The )arties agree to the fo%%o"ing additiona%
specifications ao$t the #"or*(#services( to e provided.
______________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
__________________________________________________________________
C' COMPENSATION. (,e%ect one on%!)
/)TI/; 5
As f$%% compensation for the ,ervices rendered p$rs$ant to this Agreement, the
Compan! sha%% pa! the Contractor the rate of #I___________( per ho$r, "ith tota%
pa!ment not to e0ceed #I____________( "itho$t the Compan!4s prior "ritten
approva%' The Contractor sha%% provide invoices re2$esting compensation on a
#"ee*%!(#semi3month%!(#month%!( asis'
/)TI/; 2
As f$%% compensation for the ,ervices rendered p$rs$ant to this Agreement, the
Compan! sha%% pa! the Contractor the s$m of ____________________
#I______(, to e paid _____________________________________ #Insert Time
and Conditions of )a!ment'( #e'g', on comp%etion of phase 5 of pro:ect(
#,I7;ATF9E )A7E 6/GG/?,(
Independent Contractor Agreement
52
1! signing e%o", the )arties agree to comp%! "ith a%% of the re2$irements
contained in this E0hiit A'
Dated. _______________________
COMPAN& #C/B)A;H ;ABE(
1!.
;ame.
Tit%e.
CONTRACTOR #C/;T9ACT/9 ;ABE(
1!.
;ame.
Tit%e.
Independent Contractor Agreement
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