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

A. Udex is a company that [insert a description of what your company does]; and
B. Luca has agreed to provide Architecture services to Udex on the terms set forth in this
C. This agreement covers the assignment of Luca in the position of Senior Architect in
Udex Architecture.
Therefore, the Parties agrees as follows:

Udex hereby engages Luca to provide, during the Term, (as defined in Section 3, below) the
services set forth herein below: (collectively, the “Services”).
As the Senior Architect, Luca is required to do and complete the following:
a. [insert a description of the services that the Luca is supposed to provide for you]
During the Term, Luca agrees to devote such efforts and time as is reasonably required to fulfill
his duties in connection with the Services, to provide the same in a diligent and conscientious
manner and to the best of his ability, in accordance with applicable law, and the terms and
conditions provided in this Agreement.
(a) Fee. As consideration for the Services, Udex and Luca agree that Luca shall not be paid any
salary and shall only be entitled to a percentage of the profits for every project that Luca is
engaged in. For every project engaged in, the parties shall agree on a percentage and the
agreement shall be annexed to this agreement as exhibits.
(b) Business Expenses. Udex shall reimburse Luca for all reasonable, out-of-pocket business
expenses actually incurred by Luca during the Term in performing the Services; provided, that
(i) any such expense is pre-approved by Udex, and (ii) Luca submits to Udex appropriate
supporting documentation for all such expenses in accordance with Udex’ policies and
(a) Term. The Engagement shall be for an indefinite period commencing on [insert
commencement date].
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of Udex and Luca; 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 Sixty (60) business days after the non-breaching Party has delivered written
notice of such breach to the breaching Party.

(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 Luca, alone or jointly, while operating on Udex
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 Udex, 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 Luca’s existing products shall not constitute Work
hereunder. Luca agrees to disclose promptly in writing to Udex all inventions created,
conceived, developed or reduced to practice by Luca, while Luca is operating on Udex 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. Luca 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) Udex 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. Luca assigns and transfers to Udex, effective as of the date of its
creation, any and all rights, title and interest Luca 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 Work.
(iii) Use of the Work. Udex 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 Udex may in its sole discretion determine. Luca hereby
irrevocably waives and assigns Udex any and all so-called moral rights or “droit moral” Luca
may have in or with respect to any Work. Notwithstanding the foregoing, nothing contained
herein will require Udex to exercise or exploit any of Udex rights in or to the Work.
(iv) Luca’s Use of Work. Luca shall not at any time without Udex prior written
consent, except as required in the performance of Luca’s responsibilities on behalf of Udex, (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 Udex request, Luca shall, at Udex expense,
promptly execute and deliver to Udex 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
Udex ownership of all Work. Luca hereby irrevocably appoints Udex as Luca’s attorney-in-fact
with full power to execute, acknowledge, deliver and record any and all such documents Luca
fails to execute within five (5) business days after Udex request therefor. This appointment shall
be a power coupled with an interest and is irrevocable.

(c) Proprietary Information.
(i) Luca agrees to retain in confidence all information relating to Udex, including, but not limited
to, any of Udex 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
Luca’s obligations to Udex, Luca agrees not to use the Proprietary Information.
(ii) Nature of Proprietary Information. Luca 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. Luca also acknowledges that the interests of Udex 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 Luca agrees to waive any
requirement for the securing or posting of any bond or other security in connection with such
(iii) Return of Proprietary Information. Udex may elect at any time to terminate further access to
its Proprietary Information. Upon request, Luca will return to Udex 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 Two (2) years thereafter, Luca shall not encourage
or solicit any employee, vendor, or client of Udex to leave or terminate its relationship with Udex
for any reason.

Luca represents and warrants to Udex that (i) Luca 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 Luca, (iii) Luca is not a party to any agreement that would prevent his
entering into this Agreement or performing his obligations hereunder, (iv) Luca’s performance of
this Agreement will not breach any confidentiality or other agreement, with any former employer
or other third party, to which Luca is bound, (v) in performing the Services, Luca shall not make
any unauthorized use of any confidential or proprietary information of any other person or entity,
and (vi) Luca 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 Udex.

Udex represents and warrants to Luca that (i) Udex 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 Udex, (iii) Udex is not a party to any agreement that would prevent it from
entering into this Agreement or performing its obligations hereunder.

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, Lucas, 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, Luca shall
reimburse and indemnify Udex and hold Udex harmless against any and all Damages incurred
by Udex in connection with or arising out of (i) Luca’s breach of any of Luca’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.
(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 Luca and Udex 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
Luca 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 Udex and Luca.
(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
States of America] without regard to conflict of laws provisions thereof. (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
(e) 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.

(f) Survival. The provisions of Sections 2(c), 3(c), 4, and 5, 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.
(g) 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 Udex by:
1. ………………………………………………


EXECUTED on behalf of LUCA by:

1. ………………………………………………



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