This Agreement is made effective as of __________________, by and between SomeCorporation  Corp of  111 1^st Street., Fremont, California 123456, and ___________________________________, of _________________________, _________________________, _________________________ __________.

In this Agreement, the party who is contracting to receive services shall be referred to as "SomeCorporation Corp.", and the party who will be providing the services shall be referred to as "Contractor".

Contractor has a background in __________________________________________ and is willing to provide services to SomeCorporation Corp. based on this background.

SomeCorporation Corp. desires to have services provided by Contractor.

Therefore, the parties agree as follows: 

1.  DESCRIPTION OF SERVICES.  Beginning on __________________, Contractor will provide the following services (collectively, the  "Services"):  ________________________________________________________________________________________________________________________________________________ 

2.  PERFORMANCE OF SERVICES.  The manner in which the Services are to be performed and the specific hours to be worked by Contractor shall be determined by Contractor.  SomeCorporation Corp. will rely on Contractor to work as many hours as may be reasonably necessary to fulfill Contractor's obligations under this Agreement.

3.  PAYMENT.  SomeCorporation Corp. will pay a fee to Contractor for the Services based on $50.00 per hour.  This fee shall be payable monthly, no later than the thirties (30) day of the month following the period during which the Services were performed.

4.  EXPENSE REIMBURSEMENT.  Contractor shall pay all "out-of-pocket" expenses, and shall not be entitled to reimbursement from SomeCorporation Corp.

5.  SUPPORT SERVICES.  SomeCorporation Corp. will not provide support services, including office space and secretarial services, for the benefit of Contractor.

6.  NEW PROJECT APPROVAL.  Contractor and SomeCorporation Corp. recognize that Contractor's Services will include working on various projects for SomeCorporation Corp. Contractor shall obtain the approval of SomeCorporation Corp. prior to the commencement of a new project.

7.  TERM/TERMINATION.  This Agreement shall be effective for a period of 6 months and shall automatically renew for successive terms of the same duration, unless either party provides 30 days written notice to the other party prior to the termination of the applicable initial term or renewal term.

8.  RELATIONSHIP OF PARTIES.  It is understood by the parties that Contractor is an independent contractor with respect to SomeCorporation Corp., and not an employee of SomeCorporation Corp.

SomeCorporation Corp. will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of Contractor.

9.  DISCLOSURE.  Contractor is required to disclose any outside activities or interests, including ownership or participation in the development of prior inventions, that conflict or may conflict with the best interests of SomeCorporation Corp. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to:

10.  EMPLOYEES.  Contractor's employees, if any, who perform services for SomeCorporation Corp. under this Agreement shall also be bound by the provisions of this Agreement. 

11.  INJURIES.  Contractor acknowledges Contractor's obligation to obtain appropriate insurance coverage for the benefit of Contractor (and Contractor's employees, if any).  Contractor waives any rights to recovery from SomeCorporation Corp. for any injuries that Contractor (and/or Contractor's employees) may sustain while performing services under this Agreement and that are a result of the negligence of Contractor or Contractor's employees.

12.  INDEMNIFICATION.  Contractor agrees to indemnify and hold SomeCorporation Corp. harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against SomeCorporation Corp. that result from the acts or omissions of Contractor, Contractor's employees, if any, and Contractor's agents.

13.  ASSIGNMENT.  Contractor's obligations under this Agreement may not be assigned or transferred to any other person, firm, or corporation without the prior written consent of SomeCorporation Corp.

14.  INTELLECTUAL PROPERTY.  The following provisions shall apply with respect to copyrightable works, ideas, discoveries, inventions, applications for patents, and patents (collectively, "Intellectual Property"):

a.  Consultant's Intellectual Property.  Contractor does not personally hold any interest in any Intellectual Property.

       b.  Development of Intellectual Property.  Any improvements to Intellectual Property items listed on Exhibit A, further inventions or improvements, and any new items of Intellectual Property discovered or developed by Contractor (or Contractor's employees, if any) during the term of this Agreement shall be the property of SomeCorporation Corp. Contractor shall sign all documents necessary to perfect the rights of SomeCorporation Corp. in such Intellectual Property, including the filing and/or prosecution of any applications for copyrights or patents.  Upon request, Contractor shall sign all documents necessary to assign the rights to such Intellectual Property to SomeCorporation Corp.

15.  CONFIDENTIALITY.  SomeCorporation Corp. recognizes that Contractor has and will have the following information:

and other proprietary information (collectively, "Information"), which are valuable, special and unique assets of SomeCorporation Corp. and need to be protected from improper disclosure.  In consideration for the disclosure of the Information, Contractor agrees that Contractor will not at any time or in any manner, either directly or indirectly, use any Information for Contractor's own benefit, or divulge, disclose, or communicate in any manner any Information to any third party without the prior written consent of SomeCorporation Corp. Contractor will protect the Information and treat it as strictly confidential.  A violation of this paragraph shall be a material violation of this Agreement.

16.  UNAUTHORIZED DISCLOSURE OF INFORMATION.  If it appears that Contractor has disclosed (or has threatened to disclose) Information in violation of this Agreement, SomeCorporation Corp. shall be entitled to an injunction to restrain Contractor from disclosing, in whole or in part, such Information, or from providing any services to any party to whom such Information has been disclosed or may be disclosed.  SomeCorporation Corp. shall not be prohibited by this provision from pursuing other remedies, including a claim for losses and damages.

17.  CONFIDENTIALITY AFTER TERMINATION.  The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

18.  NON-COMPETE AGREEMENT.  Recognizing that the various items of Information are special and unique assets of SomeCorporation Corp. that need to be protected from disclosure, and in consideration of the disclosure of the Information, Contractor agrees and covenants that for a period of 2 years following the termination of this Agreement, whether such termination is voluntary or involuntary, Contractor will not directly or indirectly engage in any business competitive with SomeCorporation Corp..  This covenant shall apply to the geographical area that includes USA.    Directly or indirectly engaging in any competitive business includes, but is not limited to, (i) engaging in a business as owner, partner, or agent, (ii) becoming an employee of any third party that is engaged in such business, or (iii) becoming interested directly or indirectly in any such business, or (iv) soliciting any customer of SomeCorporation Corp. for the benefit of a third party that is engaged in such business.  Contractor agrees that this non-compete provision will not adversely affect the livelihood of Contractor.

19.  RETURN OF RECORDS.  Upon termination of this Agreement, Contractor shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in Contractor's possession or under Contractor's control and that are SomeCorporation Corp.'s property or relate to SomeCorporation Corp.'s business.

20.  NOTICES.  All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:

Either party may change such address from time to time by providing written notice to the other in the manner set forth above.

21.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written.  This Agreement supersedes any prior written or oral agreements between the parties.

22.  AMENDMENT.  This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

23.  SEVERABILITY.  If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

24.  WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

25.  APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of California.

Party receiving services: