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Independent Contractor Agreement

Independent Contractor Status

This agreement establishes the independent contractor relationship between Mavaro Systems LLC ("Company") and the contractor ("Contractor").

Contractor Classification

Independent Contractor Relationship

Contractors:

  • Receive no equity: No ownership or equity participation in the company
  • Are not employees: No employment relationship, benefits, or tax withholding
  • Maintain independence: Control over work schedule, methods, and approach
  • Provide own equipment: Responsible for own tools, software, and workspace

Service Delivery Requirements

Work Product Ownership

Contractors deliver all work as Mavaro Systems LLC property:

  • All deliverables become exclusive property of the company
  • Full assignment of all intellectual property rights
  • No retention of rights to any work product
  • Complete transfer of all copyright and patent rights

Quality Standards

  • Work must meet professional quality standards
  • Deliverables must be complete and functional
  • Timely delivery as specified in work orders
  • Revision and feedback incorporation as required

Compensation and Payment

Payment Terms

  • Payment made upon completion and acceptance of deliverables
  • Invoices processed within standard payment terms (typically 30 days)
  • No payment for incomplete or rejected work
  • Additional work requires separate agreement

Expense Reimbursement

  • Pre-approved business expenses reimbursed
  • No reimbursement without prior written approval
  • Submit receipts for all expense claims
  • Travel expenses must be approved in advance

Restrictions and Prohibited Activities

Competition Restrictions

Contractors are restricted from building competing products using company knowledge:

Prohibited Activities

  • Using company confidential information for any competing venture
  • Soliciting company employees or contractors for competitive purposes
  • Building similar products using knowledge gained from company work
  • Sharing company methodologies with competitors
  • Using company client relationships for competitive gain

Non-Solicitation

  • No solicitation of company employees for 12 months after contract end
  • No solicitation of company clients for 12 months after contract end
  • No interference with company business relationships

Confidentiality and IP Protection

Confidentiality Obligations

  • All company information remains strictly confidential
  • Non-disclosure agreement requirements apply throughout relationship
  • Post-contract confidentiality obligations survive termination
  • Return of all confidential materials upon contract end

Intellectual Property Assignment

  • All work product automatically assigned to company
  • No rights retained by contractor
  • Future improvements to work product also assigned
  • Assistance with patent or trademark applications if required

Term and Termination

Contract Duration

  • Contract term as specified in individual work orders
  • Either party may terminate with appropriate notice as specified
  • Company may terminate immediately for material breach
  • Contractor may terminate with reasonable notice for non-payment

Post-Termination Obligations

  • Return of all company materials and information
  • Continued compliance with confidentiality obligations
  • Completion of work in progress if termination occurs
  • Final payment upon completion of deliverables

Tax Responsibilities

  • Contractor responsible for all tax obligations
  • Company issues 1099 forms for tax reporting
  • No tax withholding by company
  • Contractor must provide current tax information

Insurance and Liability

  • Contractor must maintain appropriate insurance coverage
  • Company not liable for contractor's business expenses
  • Contractor responsible for professional liability
  • Indemnification for contractor's breach of agreement

Document Classification: Internal Legal Template Legal Review Required: Yes Last Updated: November 26, 2025