Alabama design independent contractor agreement template

Alabama Design Independent Contractor Agreement

This Alabama Design Independent Contractor Agreement is made and entered into as of this [Date], by and between:

• [Client Name], residing/with a principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Contractor Name], residing/with a principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

Contractor represents that they are operating as a [Business Entity Type, e.g., Sole Proprietorship, LLC]. Client represents that they are operating as a [Business Entity Type, e.g., Sole Proprietorship, LLC].

1. Scope of Services

• Option A: General Design Services
  • Contractor shall provide the following design services to Client: [Detailed Description of Design Services].
• Option B: Specific Project Design
  • Contractor shall provide design services for the specific project described as follows: [Detailed Description of Project, including intended use of deliverables, technical requirements, style guidelines, and prototyping or user testing responsibilities].

2. Project Milestones and Timeline

• Option A: Defined Milestones
  • The project shall proceed according to the following milestones:
  • Milestone 1: [Milestone Description], Deadline: [Date]
  • Milestone 2: [Milestone Description], Deadline: [Date]
• Option B: Ongoing Services
  • Contractor shall provide design services on an ongoing basis, with deadlines to be mutually agreed upon for each task.

3. Location of Work

• Option A: Remote Work
  • All design services shall be performed remotely by Contractor.
• Option B: On-Site Work
  • Design services shall be performed on-site at [Client Address]. Contractor shall comply with all applicable Alabama health, safety, and occupational licensing rules while on-site.

4. Deliverables

• Option A: Standard Deliverables
  • Contractor shall provide the following deliverables: [List of Deliverables, including formats, media, and digital file types].
• Option B: Specific Deliverables
  • Contractor shall deliver [Specific Deliverable Description] in [File Format] format. Client will own final version of deliverables.

5. Intellectual Property

• Option A: Copyright Assignment
  • Contractor hereby assigns to Client all right, title, and interest in and to the copyright in all deliverables created under this Agreement.
• Option B: Licensing Agreement
  • Contractor grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables created under this Agreement. Contractor retains ownership of design drafts.

6. Subcontracting

• Option A: No Subcontracting
  • Contractor shall not subcontract any portion of the design services under this Agreement.
• Option B: Subcontracting Allowed with Approval
  • Contractor may subcontract portions of the design services with the prior written approval of Client. Any subcontractors must be registered to do business in Alabama if applicable.

7. Payment

• Option A: Fixed Project Fee
  • Client shall pay Contractor a fixed fee of [Dollar Amount] for the design services.
    • Payment Schedule: [Detailed Payment Schedule, including deposit requirements]
• Option B: Hourly Rate
  • Client shall pay Contractor at an hourly rate of [Dollar Amount] per hour.
    • Invoicing: Contractor shall submit invoices to Client every [Number] days/weeks.
  • Alabama Sales Tax: [State Whether Sales Tax Is Included or Excluded]
  • Acceptable Payment Methods: [List Payment Methods]

8. Confidentiality

Contractor agrees to hold all client data, trade secrets, and unreleased content in strict confidence and shall not disclose such information to any third party. This obligation shall survive termination of this agreement per the Alabama Uniform Trade Secrets Act.

9. Independent Contractor Relationship

Contractor is an independent contractor and not an employee of Client. Contractor is responsible for all applicable federal and Alabama income taxes, business licenses, and self-employment obligations. Contractor is not entitled to unemployment or other employee benefits.

10. Insurance

Contractor shall maintain the following insurance policies: [List Required Insurance Policies, e.g., Errors and Omissions, General Liability].

• Contractor shall provide Client with proof of insurance upon request.

11. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Contractor's design errors, IP infringement, or personal injury/property damage occurring during project activities on client premises.

12. Change Orders

Any changes to the scope of services or project timeline must be documented in a written change order signed by both Client and Contractor.

13. Termination

• Option A: Termination for Cause
  • This Agreement may be terminated by either party for cause, including breach of contract or non-payment, upon [Number] days written notice.
• Option B: Termination for Convenience
  • Client may terminate this Agreement at any time for any reason upon [Number] days written notice to Contractor.

14. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiation. If negotiation fails, the parties agree to [Mediation/Arbitration] in [City, Alabama]. This Agreement shall be governed by the laws of the State of Alabama.

15. Final Acceptance

Upon completion of the design services, Client shall have [Number] days to review the deliverables and provide final acceptance.

16. Portfolio Use

Contractor may use samples of completed work in their portfolio, subject to Client's approval where necessary to prevent premature disclosure of proprietary client projects.

17. Non-Solicitation/Non-Compete (Optional - Consult with Attorney Regarding Alabama Enforceability)

• Option A: Non-Solicitation
  • For a period of [Number] months following termination of this Agreement, Contractor shall not solicit Client's employees or customers within [Geographic Area].
• Option B: Non-Compete
  • For a period of [Number] months following termination of this Agreement, Contractor shall not engage in [Specific Competing Activities] within [Geographic Area].
• Option C: No Non-Solicitation/Non-Compete
  • There are no non-solicitation or non-compete restrictions under this agreement.

18. Miscellaneous

• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by events beyond its reasonable control.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Notice: All notices under this Agreement shall be in writing and delivered to the addresses set forth above.
• Assignment: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

IN WITNESS WHEREOF, the parties have executed this Alabama Design Independent Contractor Agreement as of the date first written above.

____________________________
[Client Name]

____________________________
[Contractor Name]