Sample Business Contracts

Independent Contractor Agreement - NextCard Inc. and Bruce Rigione

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         NextCard, Inc., a California corporation (the "Company"), and Bruce
Rigione(1) ("Contractor"), agree as follows:

         1. Engagement; Scope of Work. The Company hereby engages Contractor to
provide certain services commencing on ________ __, 1999. The services to be
performed by Contractor will consist of a series of discrete mutually agreed
upon projects associated with securitization, international opportunities and
other areas related to the Company's business. Deliverables associated with each
project will be as mutually determined by the parties. Contractor will provide
such services in a first class and professional manner. Contractor agrees to
make his services available to the Company during the period of engagement on a
full-time and exclusive basis, and will not take on any other assignments or
provide employment services during such period.

        2. Compensation. As compensation in full for the services to be
performed on behalf of the Company under this Agreement, and for the other
obligations of Contractor arising hereunder, the Company will pay Contractor
$15,000 per month. Contractor will perform the services at his own offices
(subject to required meetings at the Company), using his own resources, and will
bear all of his expenses in accomplishing the services, including any applicable
sales or use taxes, except that the Company will reimburse Contractor for
reasonable out-of-pocket costs associated with travel requested by the

        3. Independent Contractor Status. It is expressly agreed and understood
that Contractor is performing services under this Agreement as an independent
contractor for the Company and Contractor is neither an employee nor an agent of
the Company. Contractor will have sole control over the detailed method of
performance of the services, the manner and method of performing same being
under the sole control and discretion of Contractor, and the Company's only
interest being in the results of such services. The Company's liability
hereunder will be limited to payment of the compensation provided in this
Agreement. Contractor agrees to pay all applicable taxes (including unemployment
insurance and old age benefits) which may arise as a result of this Agreement.
Contractor will have no authority to act, to make any representation, to enter
into any contract or commitment or to incur any liability on behalf of the

      4. Proprietary Information and Inventions. As a material inducement for
the Company to enter into this Agreement, and as part of the compensation to be
paid to Contractor hereunder, Contractor will enter into the Company's
Proprietary Information and Inventions Agreement for Independent Contractors in
the form attached as EXHIBIT A (the "Proprietary Rights Agreement") before
performing any of the services and before payment of any compensation under this
Agreement. The Proprietary Rights Agreement will govern information supplied to
Contractor by the Company in connection with Contractor's engagement by the
Company, along with the ownership of inventions resulting from Contractor's
services. All deliverables hereunder, and all work papers associated therewith,
will be owned exclusively by the Company.

         5. Assignment. The services provided by Contractor hereunder are in
the nature of personal services. Accordingly, without the Company's prior
written consent, Contractor may not


1 Does Bruce provide services personally or through an entity?

2 Are any other costs to be reimbursed? Any need to specify class of travel,

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assign to or subcontract with any person or entity, this Agreement or any right
or obligation hereunder.

        6. Termination. Either party hereto may terminate this agreement at any
time upon thirty days prior written notice. Either party will have the right to
terminate this Agreement immediately in the event of a material breach by the
other party. All accrued payment obligations, indemnities and obligations under
Exhibit A will survive any termination.

        7. Indemnification. Contractor will defend, indemnify and hold harmless
the Company, its officers, directors and employees against all liability, loss,
cost or expense associated with any claims, suits, actions, or demands of any
nature and description by reason of damage or injury (including death) to any
person or property caused by Contractor's negligence, breach of this Agreement
or performance of services hereunder.

        8. General. This Agreement represents the entire understanding of the
parties hereto and supersedes all prior written or oral agreements with respect
to the subject matter hereof. This Agreement may be amended only in a writing
signed by both parties. This Agreement will be governed by and interpreted in
accordance with the laws of the State of California governing a contract made
and wholly performed within California. Each party hereto consents to the
jurisdiction of the San Francisco Superior Court and to the federal courts
sitting in San Francisco, California. This Agreement may be executed in

The parties have executed this Agreement as of __________ __, 1999.

NextCard, Inc.:                         Contractor:

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Title:                                  SSN#