Arizona design independent contractor agreement template

Arizona Design Independent Contractor Agreement

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

[Client Name/Business Name], residing/with a principal place of business at [Client Address], with email address [Client Email] and phone number [Client Phone] (hereinafter referred to as "Client"),

and

[Contractor Name/Business Name], residing/with a principal place of business at [Contractor Address], with email address [Contractor Email] and phone number [Contractor Phone] (hereinafter referred to as "Contractor").

1. Description of Services

The Contractor agrees to provide the following design services to the Client:

• Option A: Comprehensive design services for [Project Name], including but not limited to:
  • [Specific Deliverable 1, e.g., Mockups]
  • [Specific Deliverable 2, e.g., Technical Drawings]
  • [Specific Deliverable 3, e.g., Final Digital Product]. Design standards and style guidelines are detailed in Exhibit A.
• Option B: Design services limited to [Specific Scope, e.g., Logo Design], as detailed in Exhibit B.
• Option C: Consulting services for [Type of Consultation, e.g., User Experience Design], as specified in Exhibit C.

2. Service Timeline

The Contractor will perform the services according to the following timeline:

• Option A: Project commencement date: [Start Date].
  • Key Milestones:
    • Milestone 1: [Milestone Description], due by [Date].
    • Milestone 2: [Milestone Description], due by [Date].
    • Final Delivery Date: [Date].
• Option B: Project commencement date: [Start Date].
  • Interim Deliverable Deadlines:
    • Draft 1: [Date].
    • Revision 1: [Date].
    • Final Delivery Date: [Date].
• Option C: The process for requesting and approving changes or additional services will be in writing and delivered to both parties by email.

3. Work Location

The Contractor will perform the services:

• Option A: Remotely.
• Option B: At the Client’s site located at [Client Site Address].
• Option C: A combination of remote work and on-site visits, as needed and agreed upon in advance. Client will provide [Client-provided Resources, e.g., Software Licenses].

4. Compensation

The Client will compensate the Contractor as follows:

• Option A: At an hourly rate of [Hourly Rate] per hour.
• Option B: At a fixed rate of [Fixed Rate] for the entire project.
• Option C: Per milestone, as detailed below:
  • Milestone 1: [Milestone Description]: [Payment Amount].
  • Milestone 2: [Milestone Description]: [Payment Amount].
• Payment Schedule: [Payment Schedule, e.g., 50% deposit, 50% upon completion].
• Invoicing Procedures: Invoices will be submitted [Invoice Frequency, e.g., monthly] and will include a detailed breakdown of hours worked or milestones completed.
• Payment Methods: [Acceptable Payment Methods, e.g., Check, Wire Transfer].
• The fee includes/excludes Arizona sales tax or use tax. Contractor is responsible for Arizona Transaction Privilege Tax compliance.
• Late payment penalty: [Late Payment Penalty, if applicable].

5. Intellectual Property

Ownership and licensing of completed designs and drafts shall be as follows:

• Option A: Work-for-hire. All rights, title, and interest in and to the designs shall vest in the Client.
• Option B: Limited license. The Contractor grants the Client a limited, revocable license to use the designs for [Specific Use].
• Option C: Transfer terms for copyright or patentable elements will be defined in a separate addendum if applicable. Contractor retains moral rights unless expressly waived in writing. Upon termination or completion, Client provided property, assets, or proprietary information must be returned.

6. Independent Contractor Relationship

It is expressly understood and agreed that the Contractor is an independent contractor and not an employee of the Client. Contractor is responsible for all self-employment taxes, Arizona state tax filings, local business registration or licensing, insurance (liability, workers’ compensation waiver if a sole proprietor), and indemnification for employment claims or misclassification per Arizona law.

7. Confidentiality

The Contractor agrees to hold all Client information, concepts, source files, and trade secrets in strict confidence and not disclose them to any third party. This obligation shall survive the termination of this Agreement.

8. Non-Solicitation/Non-Compete

• Option A: Non-solicitation: During the term of this Agreement and for a period of [Time Period] following its termination, the Contractor shall not solicit any employees or clients of the Client.
• Option B: Non-compete: During the term of this Agreement and for a period of [Time Period] following its termination, and within a geographic area of [Geographic Area], the Contractor shall not engage in any business that is competitive with the Client’s business. (Enforceability subject to Arizona law.)
• Option C: No Non-Solicitation or Non-Compete Restrictions.

9. Liability and Dispute Resolution

The Contractor shall be liable for delays, errors, or non-conformance with specifications. Limits on damages or indemnity for third-party claims based on design content, intellectual property infringement risks are as follows: [Specific Limits or Indemnity Clauses]. The process for remedying defects or failures to meet deliverables is as follows: [Process Description]. 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 through [Preferred Dispute Resolution Process, e.g., mediation, arbitration] in [Location in Arizona].

10. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date] or until terminated as provided herein.

• Option A: This Agreement shall automatically renew for successive terms of [Renewal Term] unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option B: Either party may terminate this Agreement upon [Number] days’ written notice to the other party.
• Option C: Termination for breach. The non-breaching party may terminate this agreement if the other party breaches its obligations. Upon termination, the Contractor shall be compensated for work completed to the point of termination, and shall deliver all design files and property to the Client.

11. Recordkeeping and Audit Rights

The Contractor shall maintain accurate records of all work performed and expenses incurred. The Client shall have the right to audit such records upon reasonable notice. Record retention periods shall align with Arizona business practices and tax regulations.

12. Authorization

Both parties certify that they are authorized to enter into this Agreement under Arizona law and possess all necessary permits, licenses, and certificates.

13. Compliance with Laws

The Contractor shall comply with all applicable Arizona laws, including design licensing requirements (if applicable), safety standards, accessibility standards, and anti-discrimination laws.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, and natural disasters, as interpreted under Arizona law.

15. Modification

This Agreement may be modified only by a written instrument signed by both parties.

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

____________________________
[Client Name/Business Name]

____________________________
[Contractor Name/Business Name]