Subcontractor Long Form Contract

SUBCONTRACTOR AGREEMENT

THIS AGREEMENT is made this Current Day day of Current Month, Current Year by and between Company Name ("Subcontractor") and Company Name ("Company"). "Pre-Existing Works" shall mean any method, practice, source code, object code, graphics, or other resource incorporated into any deliverable that contains Subcontractor's Proprietary Rights. "Subcontractor's Proprietary Rights" shall mean anything in which Subcontractor has a rightful copyright, trademark, patent, or other Intellectual Property interest.

"Deliverables" shall mean the Software provided in object and/or source format (and subject to Subcontractor's Proprietary Rights), documentation, or other materials required to be delivered by Subcontractor to Company or Company's Customer, as set forth in any Specification(s). "Source Code" shall mean all of the readable forms of code, documentation, or any combination thereof that go together to make and build files or Deliverables. "Services" shall mean any programming, training, customization, enhancement, or other labor performed by the Subcontractor as required by the Specifications, which may or may not have an associated Deliverable. "Specifications" shall mean the specifications for the Deliverables, as reasonably communicated and agreed to by Subcontractor, which include detailed specifications and instructions for all required Deliverables, features, and functionality, and a complete production schedule for each Deliverable and Milestone.

Company is in need of assistance in the following areas for name of customer being subcontracted for, a customer of Company's ("Company's Customer"):

Insert description of areas of work to be performed by Subcontractor. Subcontractor has agreed to perform work for Company on this project in this manner.

In consideration of the mutual covenants set forth in this Agreement, Company and Subcontractor hereby agree as follows:

Specifications

Subcontractor shall be available and shall provide the following efforts and services as requested and set forth in Exhibit B (attached).

Compensation

Company will compensate Subcontractor on the following basis: Hourly Rate (United States Dollars) per hour. Subcontractor will submit invoices via email to Company, and upon request, submit written, signed reports of the time spent performing services under this Agreement, itemizing in reasonable detail the date on which services were performed, the number of hours spent on such date, and a brief description of the services rendered. Company will receive reports no less than once per month on or before the 3rd day of each month, and the total amount of work will not exceed Maximum Dollar Amount (United States Dollars). Company shall pay Subcontractor all amounts due within thirty (30) days after such reports are received or as otherwise arranged with Subcontractor.

Company will pay Subcontractor for the following expenses incurred under this Agreement:

For all of Subcontractor's services under this Agreement, Customer shall compensate Subcontractors, in cash, pursuant to the terms of Exhibit A attached hereto. Subcontractor shall submit written documentation and receipts itemizing the dates on which such expenses were incurred. Company shall pay Subcontractor all amounts due within thirty (30) days after such reports are received.

Independent Contractor

Nothing herein shall be construed to create an employer-employee relationship between the parties. The consideration set forth above shall be the sole payment due to Subcontractor for services rendered. It is understood that Company will not withhold any amounts for payment of taxes from the compensation of Subcontractor and that Subcontractor will be solely responsible to pay all applicable taxes from said payment, including payments owed to Subcontractor's employees and subagents.

Insurance

Subcontractor will carry general liability, automobile liability, workers' compensation, and employer's liability insurance in the amount of Liability Coverage Amount (United States Dollars). In the event Subcontractor fails to carry such insurance, or such insurance coverage lapses while this Agreement is in effect, Subcontractor shall indemnify and hold harmless Company, its agents and employees, from and against any such damages, claims, and expenses arising out of or resulting from work conducted by Subcontractor and Subcontractor's agents or employees.

Standards

All work will be done in a competent manner in accordance with applicable standards of the profession and any specific requirements of Company contracts with customers, and all services are subject to final approval by Company prior to Company's payment.

Warranties

Subcontractor shall make no representations, warranties, or commitments binding Company without Company's prior written consent.

Confidentiality

In the course of performing services, the parties recognize that Subcontractor may come in contact with or become familiar with information which Company or its customers may consider confidential. This information may include, but is not limited to, information pertaining to design methods, pricing information, or work methods of Company, as well as information provided by customers of Company for inclusion in work to be developed for customers, which may be of value to competitors of Company or its customers. Subcontractor agrees to keep all such information confidential and not to discuss it with anyone other than appropriate Company personnel or their delegates.

The parties agree that in the event of a breach of this Agreement, damages may be difficult to ascertain or prove. The parties therefore agree that if Subcontractor breaches this Agreement, Company shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to all financial damages, attorney fees, and associated court costs.

Term of Agreement

This Agreement shall begin on Start Date and shall terminate on End Date, unless terminated for any reason by either party upon thirty (30) days prior written notice.

Communication

Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known address.

Entire Agreement

This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all parties hereto.

Binding Effect

This Agreement shall be binding upon and shall inure to the benefit of Company and to Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Subcontractor of any of its rights or obligations hereunder to any third party without Company's prior written consent.

Ownership Rights

All Deliverables and associated documents, sketches, plans, improvements or inventions developed by Subcontractor during the term of this Agreement shall belong to Company and/or its customers for whom work is being performed by Subcontractor. Subcontractor retains all rights to source code, pre-existing code, practices, or other methods it may employ in the course of creating Deliverables for Company. Subcontractor shall retain the right to display any works created for Company that have been made public or published in a format accessible to the public at any time and in any format. Company shall retain the right to require Subcontractor to obtain written permission prior to Subcontractor's use of any non-public, visual, audio, or other representation of Deliverables, so long as it is not unreasonably withheld from Subcontractor by Company.

Third-party Applications, Code, Objects and other Pre-existing Work(s). Company recognizes that certain elements of Deliverables may include pre-existing intellectual property ("Pre-Existing Works") that may be wholly owned or licensed by Subcontractor. Subcontractor grants non-transferable permission to Company to use, sell, or otherwise distribute any Deliverable containing Pre-Existing Works and delivered to Company during the course of this Agreement.

Subcontractor further warrants that Subcontractor has lawfully and rightfully obtained license for any third-party Application or Code used in the creation of any Deliverable. At no time does Subcontractor give up Subcontractor's right to the source code or ability to make derivative works, variants, alterations, or any other lawful use of Pre-Existing Works at any time. In the event that third-party resources are incorporated into Deliverables presented to Company, it is Subcontractor's obligation to provide a list of such third-party resources for Company.

Subcontractor does not warrant the suitability of any third-party resource for sale, resale, redistribution, or use for any purpose that Company or Company's Customer may have.

Non-compete

Subcontractor agrees to not perform business for or to solicit business from Company's Customer for a period of two (2) years from the date this Agreement is terminated without prior written permission from Company. Company agrees not to solicit business from Subcontractor's employees, contractors, or staff without written permission from Subcontractor for a period of two (2) years from the termination date of this Agreement without prior written permission from Subcontractor.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover reasonable attorney fees and statutory costs. If any portion of this Agreement is declared unenforceable, that portion shall be construed to have the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.

The parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in its entirety and duly bind their respective principals by their signatures below.