OUTSIDE DEVELOPER AGREEMENT BETWEEN: ___________________________________________________________ (hereinafter referred to as the Developer) AND: ___________________________________________________________ ___________________________________________________________ ___________________________________________________________ (hereinafter referred

to as the Client and collectively with Developer, the Parties) ______________________________________________________________________ THIS AGREEMENT is entered into this [ DATE ] between Developer and Client each having their respective principal place of b siness listed above! WHEREAS, Client desires to retain the services of Developer as an "ndependent Contractor to perfor# software design, progra##ing, writing, deb gging, and #odifying for Client, and Developer desires to perfor# s ch services, all on the basis set forth #ore f lly herein$ NOW THEREFORE, in consideration of the pro#ises, # t al covenants and agree#ents set forth herein, the parties hereto agree as follows% 1! Professiona Ser!i"es! & b'ect to the ter#s and conditions of this (gree#ent, Client hereby retains Developer as an independent contractor to perfor# s ch services as website and database develop#ent# $# Ter% )he ter# of this (gree#ent shall co##ence as of the date of this (gree#ent and contin e thereafter (the )er#), nless sooner ter#inated by either Client or Developer as provided herein! &# 'o%(ensa)ion

Client shall co#pensate Developer at a rate of [ RATE ] an ho r, for each ho r Developer renders services to Client! *# None+" ,si!e Ser!i"es Client and Developer each ac*nowledge and agree that provided it does not #aterially interfere with Developer+s perfor#ance nder this (gree#ent, Developer #ay, d ring the ter# of this (gree#ent render its services to any other person or entity as it #ay, in its sole discretion, see fit! -# Ter%ina)ion ,!ti#e! .# Mis"e aneo,s Pro!isions 6.1 "nde#nification! Client shall defend and inde#nify Developer against, and Client or Developer #ay ter#inate this (gree#ent for any reason at any

shall hold Developer har#less fro#, all liens, clai#s, losses, liabilities and e.penses arising o t of the services Client has retained Developer to perfor# thro gho t the ter# of this (gree#ent, as well as any clai#s which #ay arise after this (gree#ent has ter#inated! Developer shall have the right to defend, prosec te, and settle the #atter for which inde#nity is so ght, sing co nsel selected by Developer! 6.2 (ssign#ent! /either party shall assign this (gree#ent to any other

person witho t the prior written consent of the other party, which consent #ay not be nreasonably withheld! (ny atte#pted assign#ent in violation of this (gree#ent shall be n ll and void! 6.3 0eadings! 0eadings and titles of paragraphs sed herein are for ease of

reference only and shall not be sed to interpret or constr e this (gree#ent! 6.4 1ntire (gree#ent! )his (gree#ent sets forth the entire agree#ent

between Client and Developer and s persedes all prior negotiations and agree#ents, written or oral, concerning or relating to the s b'ect #atter of this (gree#ent, and this (gree#ent #ay not be a#ended e.cept by a writing e.ec ted by all parties and s b'ect to the provisions thereof!

6.5

2inding 1ffect! 1.cept as otherwise provided herein, every covenant,

ter# and provision of this (gree#ent shall be binding pon and in re to the benefit of the Parties and their respective heirs, legatees, legal representatives, s ccessors, transferees, and assigns! 6.6 &everability, Contract 3odifications for Prospective 4egal 1vents! /othing

contained in this (gree#ent shall be constr ed to re5 ire the co##ission of an act contrary to law, and whenever there is any conflict between any provision of this (gree#ent and any stat te, law, ordinance or reg lation, the latter shall prevail! "n s ch event, and in any case in which any provision of this (gree#ent is deter#ined to be in violation of a stat te, law, ordinance or reg lation, the affected provision(s) shall be li#ited only to the e.tent necessary to bring it within the re5 ire#ents of the law and, insofar as possible nder the circ #stances, to carry o t the p rposes of this (gree#ent! )he other provisions of this (gree#ent shall re#ain in f ll force and effect, and the invalidity or nenforceability of any provision hereof shall not affect the validity and enforceability of the other provisions of this (gree#ent, nor the availability of all re#edies in law or e5 ity to the parties with respect to s ch other provisions! "n the event any state or federal laws or reg lations, now e.isting or enacted or pro# lgated after the effective date of this (gree#ent, are interpreted by ' dicial decision, a reg latory agency or legal co nsel of both parties in s ch a #anner as to indicate that the s bstantive str ct re of this (gree#ent #ay be in violation of s ch laws or reg lations, Client and Developer shall proceed in good faith to a#end this (gree#ent, to the #a.i# # e.tent possible, to preserve the nderlying econo#ic and financial arrange#ents! 6.7 (ttorney+s 6ees! ! "f any legal action or arbitration or other proceeding is

co##enced, whether by Client or Developer concerning this (gree#ent, the prevailing party shall recover fro# the losing party reasonable attorneys+ fees and costs and e.penses, incl ding those of appeal and not li#ited to ta.able costs, inc rred by the prevailing party, in addition to all other re#edies to which the prevailing party #ay be entitled!

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/otice! (ll notices re5 ired or per#itted by this (gree#ent shall be in

writing and #ay be delivered in person (by hand delivery or professional #essenger service) to either party or #ay be sent by registered or certified #ail, with postage prepaid, ret rn receipt re5 ested or delivered by 1.press 3ail of the 7!&! postal &ervice or 6ederal 1.press or any other co rier service g aranteeing overnight delivery, charges prepaid, and addressed as set forth below! (ny s ch notice sent by registered or certified #ail, ret rn receipt re5 ested, shall be dee#ed effective seventy8two (9:) ho rs after the sa#e is so addressed and #ailed in California with postage prepaid! /otices delivered by overnight service shall be dee#ed effective on the date which is twenty8fo r (:;) ho rs after delivery of the sa#e, charges prepaid, to the 7!&! Postal &ervice or private co rier! (ny notice or other doc #ent sent by any other #anner shall be effective only pon act al receipt thereof! (ny party #ay change its address for p rposes of this &ection by giving notice to the other party as herein provided% "f to C4"1/)%

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6.9

( thority! (ny Person signing this (gree#ent on behalf of any entity

hereby represents and warrants in his or her individ al capacity that he or she has f ll a thority to do so on behalf of s ch entity! 6.10 ?overning 4aw! )his (gree#ent and the rights and obligations of the

Parties hereto shall be governed by, and constr ed according to, the laws of the &tate of California, e.cl sive of choice8of8laws principles!

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Co nterparts! )his (gree#ent #ay be e.ec ted in two (:) or #ore

co nterparts, each of which shall be dee#ed an original, b t all of which ta*en together shall constit te one and the sa#e instr #ent! IN WITNESS WHEREOF, the parties to this (gree#ent have d ly e.ec ted it on the day and year first hereinabove written! D1<14=P1>

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