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Form 7.13
INDEPENDENT CONTRACTOR AGREEMENT
SALES REPRESENTATIVE
This Independent Contractor Agreement (the belonging to, used by, or in the possession of the
"Agreement") is made and entered between [NAME OF Company relating to its products, processes, services,
CONTRACTOR], an independent contractor hereafter technology, inventions, patents, ideas, contracts, financial
referred to as "Contractor", and [COMPANY NAME], information, developments, business strategies, pricing,
hereafter referred to as "Company". current and prospective customers, marketing plans, and
trade secrets of every kind and character, but shall not
In consideration of the covenants and conditions include (a) information that was already within the public
hereinafter set forth, Company and Contractor agree as domain at the time the information is acquired by
follows: Contractor, or (b) information that subsequently becomes
public through no act or omission of the Contractor.
1. SERVICES Contractor agrees that all of the confidential information
is and shall continue to be the exclusive property of the
Contractor shall perform services, as described Company, whether or not prepared in whole or in part by
in Exhibit A, for the Company (the "Work"). Contractor and whether or not disclosed to or entrusted to
Contractor's custody. Contractor agrees that Contractor
2. REPORTING shall not, at any time following the execution of this
Agreement, use or disclose in any manner any
confidential information of the Company.
Contractor shall report to an officer or employee
designated by the Company. Contractor shall provide a
weekly written summary report to the Company on his (b) To the extent any inventions, technologies,
progress on assignments. reports, memoranda, studies, writings, articles, plans,
designs, specifications, exhibits, software code, or other
materials prepared by Contractor in the performance of
3. TERM
services under this Agreement include material subject to
copyright protection, such materials have been specially
This Agreement shall commence on the date commissioned by the Company and they shall be deemed
hereof. The Company may terminate the use of "work for hire" as such term is defined under U.S.
Contractor's services at any time without cause and copyright law. To the extent any such materials do not
without further obligation to Contractor except for qualify as "work for hire" under applicable law, and to the
payment due for services prior to date of such termination. extent they include material subject to copyright, patent,
Termination of this Agreement or termination of services trade secret, or other proprietary rights protection,
shall not affect the provisions under Sections 5-11, hereof, Contractor hereby irrevocably and exclusively assigns to
which shall survive any termination. the Company, its successors, and assigns, all right, title,
and interest in and to all such materials. To the extent any
4. PAYMENT of Contractor rights in the same, including without
limitation any moral rights, are not subject to assignment
Contractor will be paid for Work performed hereunder, Contractor hereby irrevocably and
under this Agreement as follows: [DESCRIBE unconditionally waives all enforcement of such rights.
PAYMENT TERMS, HOURLY RATE AND/OR Contractor shall execute and deliver such instruments and
COMMISSION, WHEN INVOICES ARE TO BE take such other actions as may be required to carry out
SUBMITTED] and confirm the assignments contemplated by this
paragraph and the remainder of this Agreement. All
Invoices shall be paid by the Company within 21 documents, magnetically or optically encoded media, and
business days of receipt. other tangible materials created by Contractor as part of
its services under this Agreement shall be owned by the
5. CONFIDENTIALITY AND OWNERSHIP Company.
Services to be Performed
Contractor shall perform the following Work under this Agreement [INCLUDE TO THE
EXTENT APPLICABLE. ADD OTHERS AS NECESSARY]: