Arizona creative independent contractor agreement template

Arizona Creative Independent Contractor Agreement

This Arizona Creative Independent Contractor Agreement (the "Agreement") is made and effective as of [Date], by and between:

[Client Name], a [Client Business Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business at [Client Address], and, if applicable, Arizona Business License Number [Client Business License Number] (the "Client"),

and

[Contractor Name], a [Contractor Business Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business at [Contractor Address], and, if applicable, Arizona Business License Number [Contractor Business License Number] (the "Contractor").

1. Scope of Services

The Contractor agrees to provide the following creative services to the Client: [Detailed Description of Services, e.g., Graphic Design, Content Creation, Photography, Web Development, Illustration, Video Production].

• Option A: The specific deliverables shall include [List of Deliverables].
• Option B: The services shall conform to the following technical standards: [Technical Standards].
• Option C: The artistic style or branding guidelines are described in [Document Name/Location].
• Option D: The project timeline and delivery milestones are detailed in [Project Schedule Document Name/Location]. All work must be performed according to reasonable industry practices.
• Option E: This project will require on-site collaboration at [Arizona Location].

2. Compensation

The Client shall compensate the Contractor for the services as follows:

• Option A: [Hourly Rate] per hour. Estimated total hours: [Estimated Hours].
• Option B: [Fixed Price] per deliverable as listed in Exhibit A.
• Option C: [Project-Based Fee] of [Total Project Fee] for the entire project.
• Option D: [Retainer Fee] of [Retainer Amount] per [Month/Week].
• Option E: Payment Milestones:
  • [Milestone 1]: [Payment Amount] due upon [Milestone 1 Completion].
  • [Milestone 2]: [Payment Amount] due upon [Milestone 2 Completion].

The total budget for this project shall not exceed [Budget Limit], inclusive of all expenses, unless a change order is executed in writing. The Client will pay Contractor within [Number] days of receipt of a valid invoice. Acceptable payment methods are [Payment Methods]. Contractor is responsible for all applicable Arizona sales or use tax. Contractor shall submit a completed W-9 form prior to first payment. Contractor is responsible for complying with Arizona Transaction Privilege Tax, if applicable.

3. Invoicing

The Contractor shall submit invoices to the Client [Invoice Frequency, e.g., Bi-weekly, Monthly, Upon Completion of Milestones].

• Option A: Invoices must include the following information: [List of Required Invoice Elements, e.g., Date, Invoice Number, Description of Services, Hours Worked, Rate, Total Amount Due, Contractor's Contact Information, Client Purchase Order Number (if applicable)].
• Option B: Invoices must be sent to [Email Address or Physical Address for Invoice Submission].
• Option C: Late payment penalties will accrue at a rate of [Interest Rate]% per month, not to exceed the maximum rate allowed under Arizona law.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Client retains no right to control the manner or means by which the Contractor performs the services, consistent with Arizona’s right-to-control test. The Contractor has sole discretion in determining the methods, scheduling, and resources used to complete the work. Contractor shall provide proof of Arizona business registration if applicable. The Contractor is solely responsible for all self-employment taxes, insurance, and Arizona state tax filings.

5. Intellectual Property

• Option A: Work Made for Hire: All deliverables created by the Contractor under this Agreement shall be considered "works made for hire" under U.S. copyright law, and the Client shall own all right, title, and interest in and to such deliverables.
• Option B: Rights Transfer: The Contractor hereby assigns to the Client all right, title, and interest in and to the deliverables created under this Agreement, including all copyrights, trademarks, and other intellectual property rights.
• Option C: License Grant: The Contractor grants to the Client a [Scope of License, e.g., perpetual, worldwide, non-exclusive, exclusive] license to use the deliverables for [Permitted Uses].
• Option D: The duration of use for the intellectual property is [Duration].
• Option E: Moral rights are waived to the extent permissible under Arizona law.
• Option F: The contractor retains the right to use the deliverables in their portfolio, subject to the following restrictions: [Restrictions on Portfolio Use, e.g., No use until project launch, Client approval required, Must include client credit].

The Contractor represents and warrants that all deliverables will be original and will not infringe upon the intellectual property rights of any third party. Any pre-existing materials or third-party materials incorporated into the deliverables shall be clearly identified and properly licensed.

6. Confidentiality

The Contractor agrees to maintain the confidentiality of all Client information, including but not limited to trade secrets as defined under the Arizona Uniform Trade Secrets Act, business plans, customer lists, and financial information.

• Option A: The duration of this confidentiality obligation shall be [Duration] from the termination of this Agreement.
• Option B: The Contractor shall take all reasonable steps to protect Client data and creative concepts, including [Specific Security Measures, e.g., Password protection, Encryption, Secure storage].
• Option C: This confidentiality obligation shall not apply to information that is already known to the Contractor, is publicly available, or is rightfully received from a third party without restriction.

7. Client Obligations

The Client shall provide the Contractor with timely feedback, resources, access, and approvals necessary for the Contractor to perform the services. The Client acknowledges that delays caused by the Client may result in adjustments to the project timeline and/or compensation.

8. Revisions

The scope of services includes [Number] rounds of revisions.

• Option A: The feedback process shall be as follows: [Description of Feedback Process].
• Option B: The timeline for feedback is [Timeline].
• Option C: Additional work or changes beyond the included revisions will be billed at [Rate].
• Option D: The standard for acceptance is "substantial performance" under Arizona law.

9. Subcontracting

The Contractor shall not subcontract or delegate any of the services under this Agreement without the prior written consent of the Client. Any subcontracting must comply with all applicable Arizona laws.

10. Warranty and Indemnification

The Contractor warrants that all deliverables will be original and will comply with all applicable Arizona, U.S. IP, and industry-specific regulations. The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to any breach of this warranty or any claim of infringement of intellectual property rights. The Contractor provides assurances of non-infringement.

11. Insurance

The Contractor shall maintain the following insurance coverage:

• Option A: General Liability Insurance with a minimum policy limit of [Policy Limit].
• Option B: Professional Liability Insurance (Errors and Omissions) with a minimum policy limit of [Policy Limit].
• Option C: The Contractor shall add the Client as an additional insured to the policy upon request.

12. Limitation of Liability

To the maximum extent permitted under Arizona law, neither party shall be liable to the other for any indirect, incidental, consequential, or special damages arising out of or relating to this Agreement. This limitation shall not apply to damages arising from intentional misconduct or gross negligence. Liquidated damages shall be [Amount], if applicable.

13. Termination

This Agreement may be terminated as follows:

• Option A: Upon completion of the project.
• Option B: By mutual written consent of both parties.
• Option C: For cause, including breach of this Agreement, failure to deliver the services, or violation of Arizona law.
• Option D: For convenience, by either party upon [Notice Period] written notice to the other party.

Upon termination, the Client shall pay the Contractor for all services performed up to the date of termination. The Contractor shall return all Client property and materials. Post-termination handling of incomplete or rejected creative work will be as follows: [Description of Handling Procedures].

14. Non-Solicitation and Non-Competition

To the extent enforceable under Arizona law, the Contractor agrees not to solicit the Client's employees or customers or engage in any business that is directly competitive with the Client's business within [Geographic Area] for a period of [Time Period] following the termination of this Agreement. This restriction is narrowly tailored to the creative industry.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. Any dispute arising out of or relating to this Agreement shall be resolved in the following manner:

• Option A: Negotiation.
• Option B: Mediation (in accordance with Arizona law, if required).
• Option C: Arbitration in Arizona.
• Option D: Litigation in the [County Name] County Superior Court.

16. Compliance with Laws

The Contractor shall comply with all applicable Arizona, federal, and local laws, including those related to business licensing, intellectual property, data privacy (including CCPA if handling California data), and local content or advertising regulations. If applicable under Arizona law for state contract eligibility, the Contractor shall comply with E-Verify requirements.

17. Miscellaneous

• Option A: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement, citing Arizona contract law.
• Option B: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Option C: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option D: This Agreement shall be interpreted under Arizona enforceability standards.
• Option E: Contract amendment or modification requires written, signed consent by both parties, with Arizona-specific formality.

18. Records Retention and Audit

The Contractor shall maintain records related to this project and provide audit rights to the client as required by Arizona requirements for certain industries or government contracts.

19. Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Electronic signatures shall be valid in accordance with Arizona’s Uniform Electronic Transactions Act.

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]