Terms Independent Contractor Contractor is an independent contractor,…

Terms
Independent Contractor
Contractor is an independent contractor, and neither Contractor nor Contractor's staff is, or
shall be deemed, Client's employees. In its capacity as an independent contractor, Con-
tractor agrees and represents, and Client agrees, as follows:

(a) Contractor has the sole right to control and direct the means, manner and method by
which the services required by this Agreement will be performed.

(b) Contractor has the right to perform the services required by this Agreement at any place
or location and at such times as Contractor may determine, so long as the Contractor is
available during normal working hours for communication.

(c) Contractor has the right to hire assistants as subcontractors or to use employees to pro-
vide the services required by this Agreement.

(d) Contractor will furnish all equipment and materials used to provide the services re-
quired by this Agreement, except to the extent that Contractor's work must be performed
on or with Client's computer or existing software.

(e) Neither Contractor nor Contractor's staff shall be required to devote full-time to the per-
formance of the services required by this Agreement.

(f) Contractor shall be solely responsible for the payment of all foreign, Federal, state and
local income taxes, social security taxes, foreign, Federal, state and local unemployment
insurance and similar taxes, and all other assessments, taxes, contributions or sums pay-
able with respect to Contractor as a result of or in connection with the services performed
by Contractor under this agreement, and Contractor shall file all returns and reports with
respect to any of the foregoing.

Intellectual Property Ownership
Client is granted a perpetual, transferable, worldwide, royalty-free, unlimited license to use
all work product delivered by Contractor. This license is conditioned upon full payment of
the compensation due Contractor under this Agreement.

Confidentiality
During the term of this Agreement and for 1 year afterward, Contractor will use reasonable
care to prevent the unauthorized use or dissemination of Client's confidential information.
Reasonable care means at least the same degree of care Contractor uses to protect its own
confidential information from unauthorized disclosure. All information of Client's not spe-
cifically deemed as `public' by Client shall be considered confidential by Contractor. Con-
fidential information does not include information that is or becomes public knowledge
through no fault of Contractor.
Warranties
Contractor warrants that all services performed under this Agreement shall be performed
consistent with generally prevailing professional or industry standards. Client must report
any deficiencies in Contractor's services to Contractor in writing within 30 days of per-
formance to receive warranty remedies. Client's exclusive remedy for any breach of the
above warranty shall be the re-performance of Contractor's services. If Contractor is un-
able to re-perform the services, Client shall be entitled to recover the fees paid to Contrac-
tor for the deficient services.

Limitation of Contractor's Liabilities to Client
(a) In no event shall Contractor be liable to Client for lost profits of Client, or special, inci-
dental or consequential damages (even if Contractor has been advised of the possibility of
such damages).

(b) Contractor's total liability under this Agreement for damages, costs and expenses, re-
gardless of cause, shall not exceed the total amount of fees paid to Contractor by Client
under this Agreement.

(c) Client shall indemnify Contractor against all claims, liabilities and costs, including rea-
sonable attorney fees, of defending any third party claim or suit, other than for infringe-
ment of intellectual property rights, arising out of or in connection with Client's perform-
ance under this Agreement. Contractor shall promptly notify Client in writing of such
claim or suit and Client shall have the right to fully control the defense and any settlement
of the claim or suit.

General Provisions
(a) Severability: If any part of this Agreement is held unenforceable, the rest of the Agree-
ment will continue in full force and effect.

(b) Applicable law: This Agreement will be governed by the laws of the state of Washing-
ton.

(c) Notices: All notices and other communications given in connection with this Agree-
ment shall be in writing and shall be deemed given when delivered to the recipient's ad-
dress as appearing in the introductory paragraph to this Agreement.

(d) No partnership: This Agreement does not create a partnership relationship. Neither
party has authority to enter into contracts on the other's behalf.

(e) Termination: either party may terminate this agreement at any time with 15 days notice.
All confidentiality, intellectual property, warranty and indemnity clauses will survive the
termination of this agreement. Contractor shall be entitled to full payment for services per-
formed prior to the date of termination. This agreement will end no later than
_____________.
Expenses
Contractor shall be responsible for all expenses incurred while performing services under
this agreement. However, Client shall reimburse Contractor for all reasonable travel and
living expenses necessarily incurred by Contractor while away from Contractor's regular
place of business to perform services under this Agreement. Contractor shall submit an
itemized statement of such expenses. Client shall pay Contractor within 30 days from the
date of each statement.