SOFTWARE CODE REVIEW AGREEMENT

THIS SOFTWARE CODE REVIEW AGREEMENT (the "Agreement") is entered into as of [DATE] by and between [COMPANY_NAME], having its principal place of business at [COMPANY_ADDRESS] ("Company"), and [CONTRACTOR_NAME], residing at [CONTRACTOR_ADDRESS] ("Contractor").

WHEREAS, Company desires to engage Contractor to perform a review of the software code described in Exhibit A attached hereto (the "Code");

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereby agree as follows:

1. SERVICES.

Contractor agrees to provide software code review services, as described in Exhibit A, to Company. Contractor shall perform the services in a professional and workmanlike manner and in accordance with industry standards.

2. COMPENSATION.

In consideration for the services rendered by Contractor, Company shall pay Contractor a fee of [FEE_AMOUNT] USD. Payment shall be made within [NUMBER] days after receipt of an invoice issued by Contractor.

3. CONFIDENTIALITY.

Contractor agrees to keep all confidential and proprietary information obtained from Company in the course of performing the services confidential. Contractor shall not disclose any such information to any third party without the prior written consent of Company.

4. OWNERSHIP.

Company shall retain all right, title, and interest in the Code and any modifications, improvements, or derivatives made by Contractor. Contractor agrees to promptly deliver to Company all materials related to the Code upon the completion of the services.

5. TERM AND TERMINATION.

This Agreement shall commence on [START_DATE] and shall continue until the completion of the services described in Exhibit A. Either party may terminate this Agreement upon [NUMBER] days' written notice to the other party.

6. INDEPENDENT CONTRACTOR.

Contractor is an independent contractor and not an employee, partner, or agent of Company. Contractor shall be solely responsible for any taxes, insurance, or other obligations arising from the performance of the services.

7. WARRANTIES AND DISCLAIMERS.

Contractor represents and warrants that it has the necessary expertise to perform the services. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CODE OR THE SERVICES PERFORMED BY CONTRACTOR.

8. INDEMNIFICATION.

Contractor agrees to indemnify and hold harmless Company from any claims, liabilities, damages, or expenses arising from Contractor's performance of the services or any breach of this Agreement by Contractor.

9. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and communications, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[COMPANY_NAME]

By: ___________________________

Name: [COMPANY_REP_NAME]

Title: [COMPANY_REP_TITLE]

[CONTRACTOR_NAME]

By: ___________________________

Name: [CONTRACTOR_NAME]

Title: Contractor

EXHIBIT A

Description of Services: [SERVICE_DESCRIPTION]

Code to be reviewed: [CODE_DESCRIPTION]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[COMPANY_NAME]

By: ___________________________

Name: [COMPANY_REP_NAME]

Title: [COMPANY_REP_TITLE]

[CONTRACTOR_NAME]

By: ___________________________

Name: [CONTRACTOR_NAME]

Title: Contractor