INDEPENDENT AGREEMENT
(PUBLISHER / CONSULTANT)

This agreement is made effective as of _________ (month & day), _____ (year), by and between __________________________, Inc., of _____________________________ (address), and ____________________, Inc., of ______________________ (address).

In this Agreement, the party who is contracting to receive services shall be referred to as "Company", and the party who will be providing the services shall be referred to as "Contractor".

______________ (company) desires to have services provided by Contractor.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning immediately, Contractor will provide the following services, (collectively the "Services"): _____________________ (contractors name), will develop the contents for a ___________________ (type service) called ___________________________ (name / type service). Each month, Contractor will submit a diskette created with _____________ products following the format prescribed by ________________ (company), along with a hard copy of any and all documents submitted.

Contractor will develop the contents according to the specifications below for each of the following products. Instruction and example files outlined below will be developed for a new and existing business version of each of the above type products.

Contractor will produce a high quality of content instructions and examples comparable to those instructions and examples contained in _________________ (company) current ___________________ (name / type service / product) application. Contractor will create instructions and example text for the sections listed in Appendix A of this contract labeled "__________________________________", (name / type service / product) (chapter names appear in parentheses). Contractor will create example tables and template tables for the sections noted with an - "*". Template tables will contain links where appropriate between tables in order to establish automatic calculation and numeric insertion of relevant data between tables.

Contractor will create examples according to the consistent use of a hypothetical company for each different type ______________________ (name / type service / product) produced. Thus, each example file within a particular type _______________ (name / type service / product) will represent the file for that section from a complete sample created for a single company. Contractor will, upon the completion of the project, deliver to __________________________ (company) a complete sample application for each of the types ____________________ (name / type service / product) Contractor may use the same example business for a single type ___________ (name / type service / product) for both new and existing versions, provided that all example files and other relevant considerations are modified in tense to reflect the new or existing status of the business.

Contractor will submit updated material, consisting of revised files from the original product using ___________, to reflect changes and improvements in widely accepted material. Timing of revisions shall be at the discretion of the contractor, but a new set of updated files should be submitted at least every six months. The first set of revised files shall be submitted six months after the date of submission of material for Phase IV of the project.

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed and the specific hours to be worked by Contractor shall be determined by Contractor. _______________ (company) will rely on Contractor to work as many hours as may be reasonably necessary to fulfill Contractors obligations under this Agreement.

3. PAYMENT. __________________ (company) will pay a fee to Contractor of ___________ (amount) ($______), for the total project payable per the following schedule:

> $__________ within ____ days of submission of phase I of this project as specified in Appendix B of this document.

> $__________ within ____ days of submission of phase II of this project as specified in Appendix B of this document.

> $__________ within ____ days of submission of phase III of this project as specified in Appendix B of this document.

> $__________ within ____ days of submission of phase IV of this project as specified in Appendix B of this document.

Additionally, _________________ (company) will award a bonus of _____________ (amount) ($_________) to Contractor if final material for phase IV is submitted on or before _______________ (date), and agrees to compensate contractor with ________ (___) units of the final product upon completion of the products manufacturing.

4. COMMISSION PAYMENTS. In addition to the payments under the preceding paragraph, ________________ (company) will make commission payments to Contractor based on a percentage of _____ percent. For the purpose of this Agreement, _____% means ______ percent of the total net sales (gross sales prices, less returns, allowances, and discounts of each sale during the previous calendar quarter.). These payments shall be due within ___ days of the close of the previous calendar quarter. The payments

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