Independent Contractor Agreement

This Independent Contractor Services Agreement (together with all Statements of Work attached hereto (each, a “SOW”), the “Agreement”), dated as of [Date], 202_ (the “Effective Date”), is entered into by and between [Company], a [jurisdiction and entity] located at [address] (“Independent Contractor”), and [Client], a [state and entity type], with a principal place of business located at [Address of Company] (“Company”).

(a) Statement of Work; Independent Contractor. During the Term, Independent Contractor will perform the services (the “Services”) described in the SOW, attached hereto as Exhibit A. In the event of a conflict between the body of this Agreement and any SOW, the terms of this Agreement will govern, unless otherwise indicated on the SOW with specific reference to the provision hereof to be superseded. The parties acknowledge and agree that Independent Contractor will provide the Services as an independent contractor. While Company is entitled to exercise a general power of supervision and control over the result of the Work, including but not limited to the rights to inspect, stop work and/or request modifications, Company will not control the manner or means by which Independent Contractor provides the Services, including but not limited to the time and place where the Services are performed, the methods employed or the equipment used in connection therewith. Independent Contractor shall have no authority to enter into any contract on behalf of Company or to receive any payments on behalf of Company.

(a) Fees and Reimbursable Expenses. As full and complete consideration for the Services set forth in each SOW, Company will pay Independent Contractor the fees set forth in such SOW (“Fees”). Independent Contractor will be reimbursed for expenses, as provided in the SOW (“Reimbursable Expenses”).

(b) No Benefits; Tax Matters. As an independent contractor of Company, Independent Contractor will not be eligible to participate in any fringe benefits or benefit plans offered by Company to its employees, and Company will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes on Independent Contractor’s behalf or on behalf of any employee of Independent Contractor. Independent Contractor will be responsible for all such taxes or contributions, including penalties and interest and for the provision of health, disability, retirement or other welfare benefits to its personnel.