This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered
into as of [insert date] (the “Effective Date”), by and between XXX, (“XXX”)
whose place of business is XXX, whose address is at XXX and Contractor are sometimes referred to individually as a
“Party” or collectively as the “Parties.”

A. XXX is a company that operates and publishes gaming and gaming entertainment
content on its website, and wishes to engage the services of the Contractor; and
B. Contractor has agreed to provide certain services to XXX on the terms set forth in
this Agreement.
Therefore, the Parties agrees as follows:

XXX hereby engages Contractor to provide, during the Term, (as defined in Section 3,
below) the services set forth herein below: (collectively, the “Services”).
The Contractor is required to do and complete the following:
a. [insert a description of the services that the Contractor is supposed to provide for you]
During the Term, Contractor agrees to devote such efforts and time as is reasonably required to
fulfill Contractor’s duties in connection with the Services, to provide the same in a diligent and
conscientious manner and to the best of Contractor’s ability, in accordance with applicable law,
and the terms and conditions provided in this Agreement.
(a) Fee. As consideration for the Services, XXX shall pay Contractor, a total fee in an
amount equal to £176.00 per week to work 16 hours, and will receive 11.2 paid holiday days a
year. This amount will be paid bi weekly directly to the contractor’s account [insert details
including account number of the contractor’s bank]
(b) Business Expenses. XXX shall reimburse Contractor for all reasonable, out-of-pocket
business expenses actually incurred by Contractor during the Term in performing the Services;
provided, that (i) any such expense is pre-approved by XXX, and (ii) Contractor submits to
XXX appropriate supporting documentation for all such expenses in accordance with
XXX policies and procedures.
(c) Tax Matters. XXX and Contractor agree that Contractor shall be treated as an
independent Contractor, and not as an employee of XXX, with respect to the Services
performed hereunder. All fees payable to Contractor hereunder shall be paid in full, without any

withholding, deduction, or offset of any Federal, state, or local income taxes, employment taxes,
or other withholdings, except to the extent XXX reasonably determines that any such
withholdings, deductions, or offsets are required by applicable law. Contractor hereby covenants
and agrees that
Contractor shall be solely responsible for all income taxes, payroll taxes, and other withholdings
(both employer and employee portions) with respect to all fees paid by XXX hereunder, and
agrees to indemnify and hold XXX harmless from and against any and all loss, liability,
claim, cause of action, suit, fine, damage, judgment, cost or expense (including reasonable
attorneys’ fees) arising out of or in connection with any tax liability or other tax obligations
relating to payments made to Contractor pursuant to this Agreement, including, without
limitation, any such taxes and withholdings imposed as a result of any claim or determination by
any taxing authority or otherwise that Contractor is not an independent Contractor with respect
to the services performed hereunder.

(a) Term. The Engagement shall be for an initial 6-week period commencing on [insert
commencement date] and ending on [insert end date], renewable, unless terminated in
accordance with Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of XXX and Contractor; or (ii) by the non-breaching Party upon the occurrence of a
breach by the other Party in the performance of its obligations under this Agreement,
which breach (if capable of cure) is not cured to the reasonable satisfaction of the non-
breaching Party within Five (5) business days after the non-breaching Party has
delivered written notice of such breach to the breaching Party.
(ii) Effect of Termination. In the event the Engagement is terminated or expires, the
provisions of this Agreement, other than those set forth in Section 8(i), shall no longer
have any force or effect. Upon the termination of the Engagement, XXX shall (i) pay
to Contractor, no later than Seven (7) days after the date of termination, the earned, but
unpaid portion of the Fee, prorated through the date of termination, and (ii) shall
reimburse Contractor, in accordance with Section 2(b), for all expenses properly incurred
prior to the date of termination.
(a) Work.
(i) Definition. All inventions, discoveries, improvements, developments, concepts,
trade secrets, original works of authorship, formulas, work products, drawings, know-how,
designs, algorithms, computer programs, (including, but not limited to, source code, object code
routines, macros, etc.), databases, strategies, processes, procedures, methodologies, and
techniques, and all documentation relating to the foregoing, whether or not patentable or
registrable under copyright or similar laws, which Contractor, alone or jointly, while operating on
XXX behalf and within the scope of Services listed in Clause 1 above, creates, conceives,
develops, reduces to practice, or causes another to create, conceive, develop, or reduce to
practice expressly for XXX, will collectively and individually be referred to as the “Work.”

Notwithstanding the foregoing, the parties acknowledge and agree that any minor
reformulations or minor enhancements of Contractor’s existing products shall not constitute
Work hereunder. Contractor agrees to disclose promptly in writing to XXX all inventions
created, conceived, developed or reduced to practice by Contractor, while Contractor is
operating on XXX behalf and within the scope of Services listed in Clause 1 above.
(ii) Nonassignable Inventions. Notwithstanding any provision of this Agreement to
the contrary, this Agreement does not apply to Work which qualifies fully as a nonassignable
invention under the provisions of applicable law.

(b) Proprietary Rights.
(i) Work Made for Hire. Contractor understands and agrees that (i) to the extent
permitted by law, applicable portions of the Work shall be deemed a “work made for hire”, and
(ii) XXX shall be deemed the exclusive owner of all rights, title and interest in and to such
Work in any and all media, languages, territories and jurisdictions throughout the world, now
known or hereafter devised, including, but not limited to, any and all works of authorship,
copyrights and copyright registrations.
(ii) Assignment. Contractor assigns and transfers to XXX, effective as of the
date of its creation, any and all rights, title and interest Contractor may have or may acquire in
and to the Work (including, but not limited to, any Work not deemed, for whatever reason, to
have been created as a work made for hire), in any and all media, languages, territories and
jurisdictions throughout the world, now known or hereafter devised, including, but not limited to,
any and all inventions, patents, patent applications, copyrights, copyright registrations, trade
secrets, know-how and other intellectual property rights in the Work, and the right to prosecute
and recover damages for all past, present and future infringements or other violations of the
(iii) Use of the Work. XXX shall have the unrestricted right to use, display,
publish, perform, record, copy, broadcast, transmit, distribute, augment, subtract from, modify,
distort, translate, transfer, combine with other information or materials, create derivative works
based on, sell, or otherwise exploit for any purpose, the Work and any portion thereof, in any
manner or media throughout the world, as XXX may in its sole discretion determine.
Contractor hereby irrevocably waives and assigns XXX any and all so-called moral rights or
“droit moral” Contractor may have in or with respect to any Work. Notwithstanding the foregoing,
nothing contained herein will require XXX to exercise or exploit any of XXX rights in or
to the Work.
(iv) Contractor’s Use of Work. Contractor shall not at any time without XXX prior
written consent, except as required in the performance of Contractor’s responsibilities on behalf
of XXX, (i) reproduce, display, publish, perform, record, broadcast, transmit, distribute,
modify, translate, combine with other information or materials, create derivative works based on,
exploit commercially, disclose, or otherwise use the Work, in any manner or medium
whatsoever; or (ii) disclose or publicize the terms of this Agreement.
(v) Further Documentation. Upon XXX request, Contractor shall, at XXX
expense, promptly execute and deliver to XXX any and all necessary documentation,

including, but not limited to, assignments, declarations for patent applications, copyright
registrations, or such other documents as are necessary to effectuate the purposes of this
Agreement and to vest in XXX ownership of all Work. Contractor hereby irrevocably
appoints XXX as Contractor’s attorney-in-fact with full power to execute, acknowledge,
deliver and record any and all such documents Contractor fails to execute within five (5)
business days after XXX request therefor. This appointment shall be a power coupled with
an interest and is irrevocable.

(c) Proprietary Information.
(i) Contractor agrees to retain in confidence all information relating to XXX, including, but
not limited to, any of XXX proprietary information, technical data, trade secrets, know-how,
research, product plans, products, services, works of original authorship, photographs,
negatives, digital images, software, computer programs, ideas, research, developments,
inventions (whether or not patentable), processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, forecasts, strategies, marketing, finances or
other business information (“Proprietary Information”). Except as is reasonably necessary in the
performance of Contractor’s obligations to XXX, Contractor agrees not to use the
Proprietary Information. Notwithstanding the foregoing, Proprietary Information shall not include
any information that: (A) was in or entered the public domain through no fault of Contractor and
not in violation of this Agreement; or (B) is disclosed to Contractor by a third party legally
entitled to make such disclosure without violation of any obligation of confidentiality. In the event
that Contractor is requested pursuant to, or required by, applicable law or regulation to disclose
any Proprietary Information or any other information concerning XXX, Contractor shall
provide XXX with prompt written notice of such request or requirement in order to enable
XXX (i) to seek an appropriate protective order or other remedy, (ii) to consult with
Contractor with respect to XXX taking steps to resist or narrow the scope of such request or
(iii) to waive compliance, in whole or in part, with the terms of this Agreement. In the event that
such protective order or other remedy is not obtained, or XXX waives compliance, in whole
or in part, with the terms of this Agreement, Contactor shall use commercially reasonable efforts
to disclose only that portion of the Proprietary Information that is legally required to be disclosed
and to ensure that all Proprietary Information that is so disclosed will be accorded confidential
treatment. All right, title and interest in and to the Proprietary Information will remain the
exclusive property of XXX. Nothing in this Agreement will be construed to grant Contractor
any rights to or license under the Proprietary Information or under any related patent, patent
application, trademark, copyright, know-how, or other intellectual property of XXX.

(ii) Nature of Proprietary Information. Contractor acknowledges and agrees that the Proprietary
Information protected by this Agreement is of a special, unique, unusual, extraordinary and
intellectual character that money damages would not be sufficient to avoid or compensate for
the unauthorized use or disclosure of the Proprietary Information or the breach of the covenants
herein; and that specific performance, injunctive relief, and other equitable relief would be
appropriate to prevent any actual or threatened use or disclosure of the Proprietary Information
or breach of the covenants herein. Contractor also acknowledges that the interests of XXX
in and to its Proprietary Information may be irreparably injured by disclosure of such Proprietary

Information. The remedies stated above may be pursued in addition to any other remedies
available at law or in equity for breach of this Agreement, and the Contractor agrees to waive
any requirement for the securing or posting of any bond or other security in connection with
such remedy. Should litigation be instituted to enforce any provision hereof, the prevailing party
will be entitled to recover all costs, including, without limitation, reasonable legal fees, cost of
investigation and cost of settlement.
(iii) Return of Proprietary Information. XXX may elect at any time to terminate further access
to its Proprietary Information. Upon request, Contractor will return to XXX all Proprietary
Information in any form and promptly destroy any and all material or information derived from
the Proprietary Information, including any copies, electronic embodiments and notes thereof.
(iv) Non-Solicitation. During the Term and for one (1) year thereafter, Contractor shall not
encourage or solicit any employee, independent contractor, vendor, or client of XXX to
leave or terminate its relationship with XXX for any reason.

Contractor represents and warrants to XXX that (i) Contractor has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against Contractor, (iii) Contractor is not a party to any
agreement that would prevent his entering into this Agreement or performing his obligations
hereunder, (iv) Contractor’s performance of this Agreement will not breach any confidentiality or
other agreement, with any former employer or other third party, to which Contractor is bound, (v)
in performing the Services, Contractor shall not make any unauthorized use of any confidential
or proprietary information of any other person or entity, and (vi) Contractor has not previously
granted, pledged, or made any other disposition to any person or entity, or any right, title or
interest in or to the Work, and shall not make sure any disposition to any person or entity other
than XXX.
XXX represents and warrants to Contractor that (i) XXX has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against XXX, (iii) XXX is not a party to any
agreement that would prevent it from entering into this Agreement or performing its obligations

Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, Contractors, attorneys, accountants,
representatives, and agents (collectively, the “Indemnified Parties”), in respect of, and hold them
harmless against, any and all claims, demands, causes of action, actions, proceedings,
judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations,
taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to
enforce the provisions of this Section 5 and amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other

experts, and other expenses) (collectively, “Damages”) incurred or suffered by any of the
Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud,
misrepresentation or breach of any provision of this Agreement (including, but not limited to, the
representations and warranties) by the Indemnifying Party, or (b) any gross negligence or willful
misconduct by the Indemnifying Party. In addition, and notwithstanding the foregoing,
Contractor shall reimburse and indemnify XXX  and hold XXX harmless against any and
all Damages incurred by XXX  in connection with or arising out of (i) Contractor’s breach of
any of Contractor’s warranties, representations, or obligations set forth herein, or (ii) any claim
by a third party that the Work, or any portion thereof, infringes or otherwise violates any
intellectual property, privacy, or other rights of such party.

XXX and Contractor agree that Contractor will perform the Services as an independent
Contractor, retaining reasonable control over and responsibility for Contractor’s own operations.
Contractor shall control the time, manner and place of performance of the Services. Without
limiting the foregoing, Contractor acknowledges and agrees that Contractor shall not have any
right to any compensation or benefits that XXX grants its employees, including, without
limitation, any salary, pension, stock, bonus, profit sharing, insurance of any kind, health or
other benefits that are available to employees of XXX. In addition, Contractor shall not use
any sub-Contractors to perform the Services hereunder and Contractor may not delegate any of
his duties hereunder. Contractor will not be considered an employee or agent of XXX as a
result of this Agreement, nor will Contractor have the authority to contract in the name of or bind
XXX based on the consulting relationship established hereunder.

(a) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission by
electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the signature
pages hereof. A Party may change or supplement its address for the purposes of receiving
notice pursuant to this Section 7(a) by giving the other Parties written notice of the new address
in the manner set forth above.
(b) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of Contractor and XXX with
respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous
understandings, conditions and agreements, oral or written, express or implied, respecting the
engagement of Contractor in connection with the subject matter hereof, and (iii) may not be
modified except by an instrument in writing executed by a duly authorized representative of
each of XXX and Contractor.
(c) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.

(d) Governing Law. This Agreement shall be construed according to the laws of the United
Kingdom without regard to conflict of laws provisions thereof. The parties hereby submit to the
jurisdiction of the United Kingdom and agree that courts in UK have the sole and exclusive
jurisdiction over any and all disputes and causes of action involving such party that arise out of
or relate to this Agreement or its performance. Should either party bring legal action to enforce
its rights under this Agreement, the prevailing party in such action shall be entitled to recover
from the losing party its reasonable attorneys’ fees and costs in addition to any other relief to
which such party is entitled.
(e) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining provisions
of this Agreement, which shall be fully severable, and given full force and effect.
(f) Attorneys’ Fees. In the event that there has been a breach of any provision of this Agreement
by any Party, the other Party will be entitled to recover its reasonable costs and attorneys’ fees
in any legal proceeding to enforce the terms of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile
or electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(h) Survival. The provisions of Sections 2(c), 3(c), 4, 5, 6, 7, and 8 shall survive any termination
or expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.
(i) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(j) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this Agreement
by the Parties shall be binding upon their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of
the day and year first above written.

EXECUTED on behalf of XXX by:
1. ………………………………………………


EXECUTED on behalf of CONTRACTOR by: Signature

1. ……………………………………………… ……………………………………….


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