please identify a few terms that protect the business or shift potential risks to the counter-party under the contract Law under XXX Company's to their subcontractor.(Example, I join as a IT consultant to XXX company and I was requested to sign this Subcontractor terms, Mention 2 or 3 points that explains the Busines potential risk shifting terms and explain)

1.Duties and Extent of Services

The Subcontractor is not an employee of XXX Company. The precise services of the Subcontractor may be changed, from time to time, at the direction of XXX Company. Subcontractor shall devote Subcontractor's entire working time, attention, and energies to the business of XXX Company, and shall assume and perform such further reasonable responsibilities and duties as may be assigned to him/her from time to time by XXX Company. While engaged by XXX Company, Subcontractor shall faithfully and diligently serve XXX Company's interests.

The Subcontractor agrees to provide upon request to XXX Company copies of documentation regarding the Subcontractor's visa(s), immigration status, drivers' license, social security number, and any other documentation of the Subcontractor that XXX Company desires to review.

2.Compensation

Subcontractor agrees that XXX Company shall make payment only to the Contractor for the services rendered by the Subcontractor. The Subcontractor shall be compensated solely pursuant to the terms of his/her employment agreement with the Contractor. XXX Company shall under no circumstances be liable for compensating the Subcontractor directly for any services rendered or for compensating any other third party besides the Contractor named herein.

3.Confidentiality

For the purposes of this agreement the term "Confidential Information" shall include but not be limited to information relating to the software developed by XXX Company, information as to sources of, and arrangements for, hardware supplied to customers or clients of XXX Company, submission and proposal procedures of XXX Company, and customer or contact lists. Subcontractor recognizes and acknowledges that the systems which XXX Company owns, plans, or develops, whether for its own use or use by its clients, are confidential and are the property of XXX Company. Subcontractor further recognizes and acknowledges that in order to enable XXX Company to perform services for its clients, such clients may furnish to XXX Company confidential information concerning their business affairs, property, methods of operation or other data; that the goodwill afforded to XXX Company depends upon, among other things, XXX Company and its Subcontractors keeping such services and information (collectively, including computer programs, documentation, material which has been or may be invented, designed or otherwise developed during the period of time of Engagement with XXX Company, XXX Company systems and XXX Company client information, the "Confidential Information") confidential. In addition, all XXX Company and Subcontractor payroll and personnel records are Confidential Information.

5. Non-disclosure

Subcontractor agrees that, except as directed by XXX Company, the Subcontractor will not at any time, whether during or after his engagement with XXX Company, disclose to any person or use any Confidential Information, or permit any person to examine, use and/or make copies of any documents or electronic media which contain or are derived from Confidential Information, whether prepared by the Subcontractor or otherwise coming into the Subcontractor's possession or control without the express written permission of XXX Company. Contract with Subcontractor - "B" Page 3 of 5 _____ _____ Subcontractor

6. Non-Competition Agreement

Subcontractor agrees and covenants that because of the confidential and sensitive nature of the Confidential Information and because the use of, or even the appearance of the use of, the Confidential Information in certain circumstances may cause irreparable damage to XXX Company and its reputation, or to clients of XXX Company, Subcontractor agrees not to compete with XXX Company to the extent provided by this Agreement. If Subcontractor's engagement with XXX Company terminates for any reason, the Subcontractor shall not, for a period of one year from the date of termination, have any business dealings whatsoever, either directly or indirectly or through corporate entities or associates with any project of XXX Company's client for which Subcontractor has rendered services; and Subcontractor shall keep confidential information in strictest confidence, both during the Subcontractor's engagement and subsequent to termination of engagement, and shall not during the period of engagement or at any time thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for the Subcontractor's own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by XXX Company, information as to sources of, and arrangements for, hardware supplied to customers or clients of XXX Company, submission and proposal procedures of XXX Company, customer or contact lists, or any other confidential information. XXX Company and Subcontractor agree and stipulate that the agreements and covenants not to compete contained in this agreement are fair and reasonable in light of the facts and circumstances surrounding the relationship between Subcontractor and XXX Company.

7. Indemnification

Subcontractor agrees to indemnify XXX Company against any losses, costs, and expenses that it may incur by reason of any breach by the Subcontractor of any term, provision, covenant, warranty, or representation contained herein and/or in connection with the enforcement of this Agreement or any provision hereof.