Independent Contractor Agreement

This Independent Contractor Agreement (this "Agreement") is made effective as of [DATE],

by and between [CLIENT/COMPANY] (the "Recipient"), of [CLIENT ADDRESS], and [FREELANCER] (the "Contractor"), of [FREELANCER ADDRESS]. In this Agreement, the party who is contracting to receive the services shall be referred to as "Recipient", and the party who will be providing the services shall be referred to as "Contractor."

1. DESCRIPTION OF SERVICES. Beginning on [START DATE], the Contractor will provide the following services (collectively, the "Services"):

2. PAYMENT FOR SERVICES. The Recipient will pay compensation to the Contractor for the

Services. Payments will be made as follows:

[DESCRIBE PAYMENT AMOUNT AND SCHEDULE]

No other fees and/or expenses will be paid to the Contractor, unless such fees and/or expenses have been approved in advance by the appropriate executive on behalf of the Recipient in writing. The Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. The Recipient has the right of control over the method of payment for services.

3. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days'

written notice to the other party. Furthermore, the Contractor has the ability to terminate this

Agreement "at will."

[DESCRIBE TERM OF PROJECT]

4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Contractor is an

independent contractor with respect to the Recipient, and not an employee of the Recipient. The

Recipient will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor. It is contemplated that the relationship between the Contractor and the Recipient shall be a non-exclusive one. The Contractor also performs services for other organizations and/or individuals.

The Recipient has no right to further inquire into the Contractor's other activities.

5. RECIPIENT'S CONTROL. The Recipient has no right or power to control or otherwise

interfere with the Contractor's mode of affecting performance under this Agreement. The Recipient's only concern is the result of the Contractor's work, and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Contractor shall perform the Services without direct supervision by the Recipient.