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Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee.Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.

The use of the Intellectual Property by the Client will not be restricted in any manner.

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the 'Intellectual Property') that is developed or produced under this Agreement, is a 'work made for hire' and will be the sole property of the Client.

All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law.

Confidential information (the 'Confidential Information') refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.

All expenses must be pre-approved by the Client.

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law.

Invoices submitted by the Contractor to the Client are due within 30 days of receipt.

The Client will be invoiced when the Services are complete.

The Contractor will charge the Client a flat fee of $_ for the Services (the 'Compensation').

Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

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The term of this Agreement (the 'Term') will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

The Contractor hereby agrees to provide such Services to the Client. The Services will also include any other tasks which the Parties may agree on.The Client hereby agrees to engage the Contractor to provide the Client with the following services (the 'Services'):.IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the 'Party' and collectively the 'Parties' to this Agreement) agree as follows: