1099 INDEPENDENT CONTRACTOR AUTHORIZATION PROCEDURES

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1 1099 INDEPENDENT CONTRACTOR AUTHORIZATION PROCEDURES 1. Complete 1099 IC Form, Items I (Request for Independent Contractor) and II (Contractor Information). 2. Attach a personalized, unsigned contract draft, and forward both documents to the Purchasing Department, C-173 ASB; Human Resources C-227 ASB, or Accounts Payable. (The approval process can begin with any office. The documents will be forwarded to the other campus functions for review, and then returned to the originating campus department for completion.) 3. Once approvals are recorded on the 1099 IC Form, send the contract to the selected Independent Contractor for review and signature. (The contractor should sign the original, then return it to the BYU employee responsible for fulfillment of the service; a copy should also be kept by the contractor.) 4. After the work is satisfactorily performed, sign Item III on the 1099 IC Form (Payment Authorization) and send it and the Independent Contractor's invoice to Accounts Payable, D-70 ASB. A signature on this line communicates approval to release payment to the service provider.

2 INDEPENDENT CONTRACTOR, ASSIGNMENT OF OWNERSHIP AND NONDISCLOSURE AGREEMENT THIS AGREEMENT is entered into this day of, 2003 by and between Brigham Young University, a Utah nonprofit corporation and educational institution ("BYU") and "Contractor" identified below: Name: Address: City: State: Zip: Telephone: Facsimile: Social Security Number or Employer Identification Number: RECITALS 1. BYU desires to contract for the services of Contractor. 2. The Contractor has agreed to perform these services for BYU under the terms and conditions set forth in this Agreement. THEREFORE, in consideration of the mutual promises set forth in this Agreement, it is hereby agreed between BYU and the Contractor as follows: I. Independent Contractor Arrangement 1. Description of Work - The work to be performed by the Contractor includes the following services: 2. Payment and Work Schedule - BYU will pay the Contractor the total sum of $ for work to be performed during the contract period of this Agreement. Payment will be made after completion of services described, and presentation of an acceptable invoice. 3. Relationship of Parties - The parties intend that an independent contractor/employer relationship will be created by this Agreement. Contractor is not to be considered either an agent or an employee of BYU for any purpose, and the Contractor is not entitled to any of the benefits that BYU provides its employees. It is further understood that BYU does not agree to use Contractor exclusively and that the Contractor is free to contract for similar services to be performed on behalf of others while he is under contract with BYU. 4. BYU Right to Supervision and Inspection - In the performance of the work contemplated by this Agreement, the Contractor has the primary duty to control

3 and direct performance of the details of the work. BYU is interested only in the results obtained and recognizes that the performance of this work is dependent upon the unique and specialized skills of the Contractor. However, the work contemplated in the Agreement must meet the approval of BYU and shall be subject to BYU's general right of inspection and supervision to secure satisfactory completion. 5. Equipment - BYU may furnish to the Contractor facilities, equipment and materials to assist in the completion of the assigned projects. However, it is recognized the Contractor may also utilize some of his own facilities, equipment or materials. 6. Liability - BYU will assume all responsibility for the condition of its tools and equipment used in the performance of this Agreement. The Contractor will assume all responsibility for the condition of his or her tools and equipment used in the performance of this Agreement. Each party agrees to indemnify and hold the other harmless from any claims, liability or loss of any kind or description arising out of their respective negligent or intentional acts or omissions in the performance of this Agreement. 7. BYU Code of Honor - Contractor acknowledges to have read and understood the BYU Code of Honor and Dress and Grooming Standards, which are incorporated by reference into this Agreement, and agrees to comply with the same while performing services on campus for BYU. II. Assignment of Ownership and Nondisclosure 8. Contractor Disclaimer of Ownership Interest - The Contractor recognizes that BYU presently has developed or may, as a result of Contractor's work, develop intellectual property in the form of data, formulae, computer software specifications, processes, patents, copyrights, or other technical or product information. Accordingly, Contractor, as a condition to employment as an independent contractor, agrees to relinquish and assign to BYU all of his rights and ownership interests, if any, to any and all intellectual property presently developed by BYU or to be developed arising in any way out of Contractor's performance of this Agreement. 9. Contractor Assignment of Ownership Interest - By executing this Agreement, Contractor does hereby assign all of his/her rights and ownership interests of any kind or description to the intellectual property as described in this Agreement and to all additions and/or modification to this intellectual property to BYU. Contractor understands that he will not receive income from the sale or licensing of this intellectual property by BYU. 10. Contractor Duty Regarding BYU Confidential Information - In the process of performing work under this Agreement, Contractor may come into contact with or generate certain information which may consist of data, formulae, computer software specifications, processes, patents, copyrights, and other technical or product information which is proprietary or confidential in nature. Accordingly, Contractor understands and agrees (1) that such information is proprietary and

4 owned by BYU; (2) not to publish or disclose any part of such information to others except as authorized in this Agreement; and (3) not to make any use of such information except as expressly authorized by BYU in writing. In addition, anything marked by BYU as "confidential" or "proprietary," which is disclosed to Contractor or is later designated by BYU as confidential or proprietary, or anything Contractor reasonably should understand as being confidential or proprietary, shall not be disclosed by Contractor to anyone other than to those designated in writing by BYU, and shall not be used by Contractor directly or indirectly, for any use other than a use specifically authorized in writing by BYU. However, Contractor understands that he/she shall not be prevented from using or disclosing information which: (i) (ii) (iii) Contractor can demonstrate to BYU's satisfaction by written records was previously known to Contractor; is now, or becomes in the future, public knowledge, other than through acts or omissions of Contractor; or Contractor lawfully obtains from sources independent of BYU. Moreover, Contractor further agrees that any receipt by Contractor of any BYU proprietary or confidential information, data or ideas shall not constitute any type of grant or license to practice any aspect of a trade secret or patent right held then or thereafter by BYU; that Contractor will protect and not disclose any BYU proprietary or confidential information, data and ideas, unless authorized by BYU corporate officers in writing, at any time after Contractor's association with BYU terminates; and that immediately upon termination of Contractor's participation in research activities with BYU, Contractor will return to BYU all project notebooks, records, data, programs, memoranda, models and equipment of any nature in Contractor's possession or under Contractor's control pertaining to the work performed under this Agreement. III. Miscellaneous Provisions 11. Non-Fiduciary Relationship - The parties to this Agreement expressly disclaim and disavow any partnership, joint venture or fiduciary status or relationship between them. 12. Assignments - No party may assign, contract, grant a license or otherwise transfer any or all of the rights or obligations arising out of this Agreement without the prior written consent of the other party. 13. Notices - Any notice required or permitted under this Agreement shall be deemed to have been properly given when made in writing and delivered personally or by United States mail, return receipt requested, and addressed to the directed party at the following address: BY U: Contractor:

5 14. Partial Invalidity - If any provision of this Agreement is held to be void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. 15. Governing Law - This Agreement will be governed by and construed in accordance with the laws of the State of Utah and the forum for determining any dispute arising under this Agreement shall be in the applicable state courts of Utah located in Utah County, Utah or in the applicable federal courts located in Salt Lake City, Utah. 16. Attorneys Fees - In the event that any party shall be found in default or breach of this Agreement by a court of competent jurisdiction, the defaulting or breaching party shall be liable to pay all reasonable attorneys fees, court costs and other related collection costs and expenses incurred by the non-defaulting or non-breaching party in prosecuting its rights. 17. Construction - The paragraph headings of this Agreement are inserted for convenience and in no way define, limit or describe the scope or intent of this Agreement. Further, as used in this Agreement, the masculine shall include the feminine, and the feminine the masculine, when the context so requires. 18. Entire Agreement - This Agreement constitutes and represents the entire agreement of the parties with respect to the subject matter and all other prior agreements, covenants, promises and conditions, verbal or written, between parties are incorporated. No party has relied upon any other promise, representation or warranty other than those contained in this Agreement in executing it. 19. Binding Effect - This Agreement shall be binding upon and inure to the benefit of the parties, their heirs, personal representatives, successors and assigns. 20. Independent contractor and Not an Employee. This agreement creates no agency relationship. Contractor does not, and will not, represent himself as an agent of the University, beyond providing the service (s) of a broker as described. Brigham Young University: Department By: Contractor Signature Signature