Exhibit Hold Harmless Agreement - Use Of Outside Contractors: Fill & Download for Free

Sign a contract, of course!Here’s the actual contract that I use when I hire freelance developers. The benefit of this contract is that it doesn’t require you to already have a legally incorporated entity and prepares you to assign the intellectual property once you already have an entity.I also have an agreement that specifically assigns the intellectual property to an entity that already exists, when the freelancer is developing software for a mature company.SOFTWARE CODING AGREEMENTTHIS AGREEMENT is entered into as of ________________, 2017 by Zachary Burt, doing business as “Code For Cash” (hereinafter sometimes referred to as “Company”), and by __________________, an individual residing at _____________ (hereinafter sometimes referred to as “Coder”). The parties agree as follows.1. RECITALS.(a) Coder provides software coding services to a number of business enterprises. Company wishes to engage Coder as an independent contractor to provide services to Company in connection with software that Company is developing.(b) Company may assign its rights under this agreement to a corporation under the control of Zachary Burt, which will initially be known as “Code For Cash, Inc.” The effect of such an assignment is set forth in section 9.2. ENGAGEMENT OF CODER.(a) Company engages Coder to perform the work set forth on Exhibit A to this agreement, and Coder agrees to perform such work. Such work is referred to in this agreement as the “Project Software.” This agreement also governs any work beyond the work set forth on Exhibit A, including changes to the specifications set forth on Exhibit A or new projects, that the Company asks Coder in writing to perform and that Coder agrees in writing to perform, whether or not this agreement is expressly referred to in connection with such work.(b) Company has the right to terminate the engagement of Coder under this agreement if Coder fails to perform in accordance with the requirements of this agreement.(c) Coder has the right to terminate the engagement of Coder under this agreement if Company fails to pay Coder in accordance with this agreement, Coder gives Company written notice of such failure, and Company fails to cure such failure within five business days of receiving such notice.(d) Company will pay Coder for the Project Software in accordance with the payment terms set forth on Exhibit A to this agreement, which sets forth Coder’s entire compensation for work performed under this agreement.(e) Coder is entitled to engage subcontractors to perform work required of Coder under this agreement so long as each such subcontractor signs an agreement in form specified by Company that evidences such subcontractor’s agreement to the terms of this agreement and such agreement is delivered to Company and approved by Company before such subcontractor provides such services.3. REPRESENTATIONS AND WARRANTIES.Coder represents and warrants to Company (and any successor in interest to Company) that:(a) Coder has the experience and expertise to perform the work required by the Project Specifications.(b) If there are performance specifications set forth in the Project Specifications, the Project Software will perform in accordance with the Project Specifications.(c) If there are mock-ups of screen shots in the Project Specifications, the Project Software will, in all material respects, have the appearance as shown in those mock-ups.(d) The Project Software will not include third-party APIs or open source code unless the Project Specifications expressly state that such third-party APIs or open source code may be included.(e) The Project Software (excluding any software code provided to Coder by Company and used by Coder to complete the work) delivered by Coder will not infringe any third party’s copyright or patent issued under the law of the United States of America or any foreign country.(f) No third party will claim that Coder took advantage of a trade secret of the third party (without the prior written consent of the third party) to perform Coder’s work under this agreement.(g) Upon delivery of the Project Software to Company, Company will be the sole owner of all rights to the Project Software (except as expressly provided in the Project Specifications), free of any claim by Coder or any third party that Coder or the third party has a property interest in the Project Software.(h) The Project Software will not contain any Malicious Code. The term “Malicious Code” means computer instructions whose purpose is to damage, or interfere with the proper operation of, any software, firmware, hardware, to delete or encrypt data, to prevent access to any software, firmware, hardware, or data, or to permit unauthorized access to or copying of any software, firmware, hardware, or data. Computer instructions may constitute Malicious Code without regard to malicious intent on the part of any Person. Examples of Malicious Code include any virus, Trojan horse, worm, trapdoor, backdoor, node lock, drop-dead device, time bomb, timeout, or logic bomb.4. INDEMNIFICATION.(a) Coder must defend and indemnify Company (and any successor in interest to Company) against all liability, and hold Company (and any successor in interest to Company) harmless from all loss, arising from any claim that Coder has infringed any other person’s patent or copyright or that Coder has improperly used any other person’s trade secret.(b) Coder must defend and indemnify Company (and any successor in interest to Company) against any liability related to, and hold Company (and any successor in interest to Company) harmless from any loss arising from, a breach by Coder of any representation or warranty in this agreement.(c) The terms “liability” and “loss,” as used in this section, encompass, among other things, a liability incurred, or expenditure made, (1) for attorneys’ fees, statutory damages, or interest, or (2) indemnification of the directors, officers, managers, employees, or owners of Company (or of any successor in interest to Company).5. OWNER OF PROJECT SOFTWARE.(a) Coder assigns and conveys to Company all right, title, and interest in the Project Software as the same is delivered to Company, including all copyright, patent, trade secret, and other rights therein. For the avoidance of doubt, all works of authorship (including literary and artistic works), inventions, or trade secrets created, conceived, or developed by Coder as part of the services rendered under this agreement, either alone or jointly with others, will belong to Company, title to which will be conveyed automatically by delivery of the Project Software. Coder will execute upon Company’s request such assignment of rights to the Project Software as Company may request.(b) Any copyrightable works created by Coder as part of the services rendered under this agreement will be deemed “works for hire” under the Copyright Act, and Company will be the author of such works.(c) Coder hereby assigns to Company all of Coder’s Moral Rights as to the Project Software. As used in this agreement, the term “Moral Rights as to the Project Software” means any rights to claim authorship of the Project Software, to object to or prevent the modification of all or any part of the Project Software, or to withdraw from circulation or control the publication or distribution of all or any part of the Project Software, and any similar right under the law of any country or under any treaty whether or not such right is referred to as a “moral right.”(d) Coder agrees to assist Company, as requested by Company, to obtain copyrights and patents on, and other legal protection of, the Project Software in the United States of America and any other country specified by Company. Coder agrees to assist Company, as requested by Company, in any legal proceeding involving Company and the Project Software. Coder will not receive additional compensation for the assistance required by this subsection, but any out-of-pocket expenditures (such as legal fees or filing fees) will be paid by Company. Coder’s obligation to assist Company for the assistance required by this subsection will continue beyond the termination of Coder’s engagement under this agreement.(e) Coder will not use, and will not authorize others to use, the Project Software or any component of the Project Software except in the performance of this agreement or in the performance of services for Company subsequent to this agreement.(f) Company may assign to any other person its rights to the Project Software and its right under this agreement to my assistance in perfecting ownership and obtaining and enforcing legal protections of the Project Software.(g) The provisions of this section apply to any services rendered, and software delivered, by Coder to Company prior to the execution of this agreement.6. CONFIDENTIALITY.(a) As used in this agreement, the term “Company Proprietary Information” includes the negotiations for this agreement, design requirements for the Project Software, the architecture of the Project Software, the source code of the Project Software, the object code of the Project Software, any other component of the Project Software, as well as the Company’s marketing plans, product plans, business strategies, the identity of customers and their needs and preferences, and financial information.(b) All Company Proprietary Information is and will remain the property of Company, and Coder acknowledges that Coder has no ownership or other interest in Company Proprietary Information. Coder agrees to treat confidentially all Company Proprietary Information, and except as may be needed to perform Coder’s duties under this agreement, Coder will not use or disclose any Company Proprietary Information without the prior written consent of Company. Coder’s obligations concerning Company Proprietary Information apply with time limit.7. NON-DISPARAGEMENT.Coder agrees that Coder will not directly or indirectly make comments about Company or any of Company’s employees, managers, or owners that might reasonably be construed to be derogatory.8. RELATIONSHIP OF PARTIES.(a) Coder is performing services under this agreement as an independent contractor, and Coder is not an employee or agent of Company. Coder has no authority to any make any representation on behalf of Company or to enter into any contract or commitment, or otherwise to incur any liability, in the name of Company. Company and Coder are not partners or joint venturers.(b) Coder will be responsible for all costs and expenses incident to the performance of services for Company. Coder will perform services under this agreement using Coder’s own resources, including any equipment or facilities needed, such as computer, software, and Internet access.(c) Coder is not authorized to incur expenses on behalf of Company, and Coder will not be reimbursed for Coder’s overhead or out-of-pocket expenses.(d) Coder directs Company not to withhold taxes from payments to Coder. Coder agrees that Coder is not entitled to participate in any employee benefit programs of Company. If Coder is reclassified as an employee by a tax authority, Coder agrees to pay all taxes and payroll burdens (including income tax, self- employment tax, FICA, Medicare tax, unemployment insurance, and state disability insurance) that are applicable to Coder’s compensation under this agreement, and Coder agrees to reimburse Company for all taxes (both Company’s share and, to the extent Company is required to pay Coder’s share, also Coder’s share of such taxes) as well as interest thereon imposed on Company.9. ASSIGNMENT OF RIGHTS.Zachary Burt has the right to assign his right under this agreement to a corporation under his control, which will initially be known as “Code For Cash, Inc.” Upon Zachary Burt notifying Coder of such assignment:(a) Coder will render performance under this agreement to such corporation.(b) Coder will accept such corporation’s performance under this agreement in lieu of Zachary Burt’s performance.(c) Such assignment will not relieve Zachary Burt of any obligation to Coder under this agreement, but such corporation’s performance will satisfy Zachary Burt’s obligations under this agreement to the extent of such performance.(d) Coder will recognize such corporation as the successor in interest to Zachary Burt’s rights under this agreement.(e) References to “Company” in this agreement will thereafter be references to such corporation.10. MISCELLANEOUS.(a) This agreement is the final and complete expression of the agreement of the parties with respect to its subject matter. The exhibits are part of this agreement and are incorporated into this agreement by reference. This agreement supersedes any prior negotiations, understandings, or agreements, whether written or oral, with respect to its subject matter. There are no promises, restrictions, representations, warranties, arrangements, or understandings other than those expressly set forth in this agreement. This agreement cannot be contradicted by any statements or agreements made prior to, or contemporaneously with, the execution of this agreement. This agreement can be modified or amended only by a writing signed by all parties to the agreement.(b) Each exhibit to this agreement is incorporated by reference into this agreement.(c) This agreement has been negotiated between the parties and has been reviewed by each party and by such counsel as the party has chosen to consult. Each party has had an opportunity to make such changes as it wished to make. Accordingly, the parties agree that for purposes of interpreting this agreement, no party will be deemed to have drafted this agreement, and each party waives the rule of construction that provides that ambiguities in an agreement be construed against the party who drafted the agreement or otherwise caused the ambiguity to exist.(d) Coder acknowledges that Company’s legal counsel, who has prepared the initial draft of this agreement is representing only Company in connection with this agreement and the performance contemplated by this agreement and is not acting as Coder’s counsel in any way. Coder has had the opportunity to seek the advice of Coder’s own legal counsel. Coder is not relying on Company or Company’s counsel for advice on the meaning or legal effect of this agreement or the legal effect of transactions contemplated by this agreement or otherwise to protect Coder’s interests.(e) The captions of the sections and other headings contained in this agreement are for convenient reference only, and the words contained in such captions or headings do not control or affect the meaning of the provisions that follow.(f) The word “include,” and its variants, are used to illustrate, by giving examples, and not to limit. Thus, “including” means “including, by way of example, but not limited to.” An email is a writing. The term “person” includes individuals, partnerships, corporations, limited liability companies, and governmental bodies.(g) This agreement and any and all disputes arising under or relating to this agreement will be governed by, and will be construed in accordance with, New York law applicable to transactions taking place entirely within New York and affecting solely New York residents, whether or not any part of this agreement is to be performed outside New York and whether or not any party to this agreement is not a New York resident.(h) The parties are permitted to execute this agreement, or any modification of this agreement, by one or more parties signing one counterpart of this agreement and one or more parties signing one or more other counterparts of this agreement, and the signed counterparts will collectively constitute one and the same agreement. Each signed counterpart will be deemed an original. Delivery by a party of the signature page to a counterpart of this agreement that has been signed by the party is the same as the party’s delivery of a signed counterpart of this agreement. In proving this agreement when it has been executed in counterparts, a party must prove only that the party to be charged has signed a counterpart of the agreement. Delivery by facsimile transmission or by electronic transmission of an image of a signed counterpart of this agreement or of an image of a signed signature page to this agreement has the same legal effect as delivery by hand of an identical document bearing an original ink signature. The provisions of this section also apply to amendments of this agreement.(i) Except as this agreement may expressly provide otherwise, there are no third-party beneficiaries of this agreement. A successor in interest to Company is a third-party beneficiary of the indemnification obligations of section 4 of this agreement. An assignee of a contract assigned pursuant to section 9 of this agreement is a third-party beneficiary. The parties to this agreement are permitted to freely modify or rescind this agreement by an agreement signed by both parties without consent from any other person and without regard to the effect on any other party.(j) In the event of a dispute arising under this agreement involving a claim for money, the dispute will be resolved by arbitration before the American Arbitration Association. Company is permitted to seek equitable relief outside of arbitration. The location of the arbitration hearing will be in New York City, New York. The arbitration proceeding, including evidence adduced in connection therewith, will be confidential. Each party consents to the jurisdiction of the courts of New York, including federal district courts in New York, to enforce the obligation to arbitrate and to confirm or vacate an arbitration award.(k) In the event of any arbitration or litigation by the parties to this agreement concerning this agreement or transactions under this agreement, Company, if it is the prevailing party, will be awarded all costs of the arbitration or litigation, including attorney’s fees and charges.[Signature Page:]IN WITNESS WHEREOF, this agreement has been signed and delivered by theparties with the intent to be legally bound thereby.CODER COMPANYZachary Burt[Attached Page:]EXHIBITS:A – Scope of Work (Project Specifications and Payment Terms)[Details go here]