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1、学海无涯 INDEPENDENT CONTRACTOR AGREEMENT Company This Independent Contractor Agreement Agreement is entered into as of by and between with a principal place of business at Company and a corporation with a principal place of business at Contractor 1 Services 1 1Nature of Services Contractor will perform
2、 the services as more particularly described on Exhibit A for Company as an independent contractor the Services The Services have been specially ordered and commissioned by Company To the extent the Services include materials subject to copyright Contractor agrees that the Services are done as work
3、made for hire as that term is defined under U S copyright law and that as a result Company will own all copyrights in the Services Contractor will perform such services in a diligent and workmanlike manner and in accordance with the schedule if any set forth in Exhibit A The content style form and f
4、ormat of any work product of the Services shall be completely satisfactory to Company and shall be consistent with Company s standards Except as specified on Exhibit A Company agrees that Contractor s services need not be rendered at any specific location and may be rendered at any location selected
5、 by Contractor Contractor hereby grants Company the right but not the obligation to use and to license others the right to use Contractor s and Contractor s employees name voice signature photograph likeness and biographical information in connection with and related to the Services 1 2Relationship
6、of the Parties Contractor enters into this Agreement as and shall continue to be an independent contractor All Services shall be performed only by Contractor and Contractor s employees Under no circumstances shall Contractor or any of Contractor s employees look to Company as his her employer or as
7、a partner agent or principal Neither Contractor nor any of Contractor s employees shall be entitled to any benefits accorded to Company s employees including without limitation worker s compensation disability insurance vacation or sick pay Contractor shall be responsible for providing at Contractor
8、 s expense and in Contractor s name unemployment disability worker s compensation and other insurance as well as licenses and permits usual or necessary for conducting the Services 1 3Compensation and Reimbursement Contractor shall be compensated and reimbursed for the Services as set forth on Exhib
9、it B Completeness of work product shall be determined by Company in its sole discretion and Contractor agrees to make all revisions additions deletions or alterations as requested by Company No other fees and or expenses will be paid to Contractor unless such fees and or expenses have been approved
10、in advance by the appropriate Company executive in writing 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 Contractor hereby indemnifies and hol
11、ds Company harmless from any claims losses costs fees liabilities damages or injuries suffered by Company arising out of Contractor s failure with respect to its obligations in this Section 1 3 1 4Personnel Contractor represents and warrants to Company that its employees performing Services hereunde
12、r will have a sufficient expertise training and experience to accomplish the Services and b executed agreements which state that i all work done by the employee will be a work made for hire as that term is defined under U S copyright law and will owned by Contractor and 学海无涯 ii the employee assigns
13、all rights in and to all work done by the employee to Contractor Contractor agrees that all its personnel shall be compensated taxes withheld and other benefits made available as required by applicable law and regulations Contractor shall require all employees who perform Services and or have perfor
14、med Services hereunder to sign a copy of the form attached hereto as Exhibit C and Contractor shall forward copies of all of such forms to Company within five 5 days of executing the Agreement and or within five 5 days of assigning a new employee to perform Services hereunder 2 Protection of Company
15、 s Confidential Information 2 1Confidential Information Company now owns and will hereafter develop compile and own certain proprietary techniques trade secrets and confidential information which have great value in its business collectively Company Information Company will be disclosing Company Inf
16、ormation to Contractor during Contractor s performance of the Services Company Information includes not only information disclosed by Company but also information developed or learned by Contractor during Contractor s performance of the Services Company Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging or the unauthorized disclosure of which could be detr
