California creative independent contractor agreement template

California Creative Independent Contractor Agreement

This Creative Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date of Signing] by and between:

[Client Legal Name], a [Client Business Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business at [Client Complete Address] (“Client”), and

[Contractor Legal Name], a [Contractor Business Entity Type, e.g., Corporation, LLC, Individual] with its principal place of business/residence at [Contractor Complete Address] (“Contractor”).

Description of Services

Option A: Contractor shall provide the following creative services to Client: [Detailed Description of Creative Services, e.g., graphic design services, including logo creation, website mockups, and marketing collateral design].

Option B: Contractor shall perform the services as described in Exhibit A, attached hereto and incorporated by reference.

Option C: The scope of work includes, but is not limited to, [List Specific Tasks, e.g., creating three website landing pages, designing a social media marketing campaign, and producing a promotional video]. Creative direction will be provided by [Client Contact Person]. Reference materials include [List of Reference Materials]. Contractor will provide [Number] drafts, with [Number] revisions allowed per draft. Approval will be provided by [Client Contact Person]. Final deliverables include [List of Final Deliverables] with deadlines as follows: [List of Deadlines].

Service Delivery

Option A: Services shall be delivered [Location of Service Delivery, e.g., remotely, on-site at Client’s premises].

Option B: Services will be performed at [Client Address]. Contractor shall have access to [List of Client Equipment or Premises] according to the following protocols: [List of Protocols].

Option C: Contractor may [Yes/No] subcontract any portion of the services to third parties. If yes, the third party must be approved in writing by the client.

Compensation

Option A: Client shall pay Contractor a flat fee of [Dollar Amount] for the completion of the services described in Section 1.

Option B: Client shall pay Contractor an hourly rate of [Dollar Amount].

Option C: Client shall pay Contractor according to the payment schedule outlined in Exhibit B, attached hereto and incorporated by reference. This may include:

Milestone payments based on project completion.

Royalties/licensing fees as agreed upon.

Contractor shall invoice Client [Frequency, e.g., bi-weekly, monthly, upon completion of project] in [Format, e.g., digital PDF] format. Client shall pay each invoice within [Number] days of receipt. Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by California law, whichever is lower.

Contractor is responsible for all applicable California sales/use tax.

Intellectual Property

Option A: Upon full payment, all copyright and related rights in the deliverables created by Contractor pursuant to this Agreement shall fully transfer to Client. Contractor waives all moral rights.

Option B: Contractor retains ownership of all intellectual property rights in the deliverables, and grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables for [Specific Purpose, e.g., internal marketing purposes only].

Option C: All intellectual property rights will be licensed per the attached exhibit.

Contractor shall obtain all necessary licenses for any pre-existing materials used in the deliverables.

Client will receive a copyright assignment form upon final payment.

Contractor is [Allowed/Not Allowed] to use the completed work in their portfolio, subject to Client approval.

Work for Hire: The Parties intend for all work performed under this Agreement to be considered "work made for hire" under the U.S. Copyright Act. To the extent that any work is not deemed a “work made for hire”, Contractor hereby irrevocably assigns, transfers, and conveys to Client, all right, title, and interest in and to such work, including all copyrights, patent rights, trademarks, trade secrets, and other intellectual property rights therein. [Specific Writing as Required by California Civil Code and Applicable Copyright Act Provisions]: Contractor expressly acknowledges and agrees that the services provided under this agreement are specially ordered or commissioned by Client, and the resulting product of such services is intended to be used for Client's business purposes. Contractor hereby confirms that this written agreement constitutes a clear and explicit agreement that the work produced shall be considered a work made for hire for copyright purposes, transferring all ownership of the work to Client.

Confidentiality

Contractor shall hold all Client information, including but not limited to creative concepts, marketing plans, and customer data, in strict confidence.

Contractor shall comply with the California Consumer Privacy Act (CCPA) with respect to any personal data accessed or processed in connection with this Agreement.

This clause shall survive termination of this Agreement.

Contractor will not disclose pre-release or unpublished materials.

Independent Contractor Relationship

It is expressly understood and agreed that Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create any such relationship.

Contractor is solely responsible for all federal, state, and local taxes, health insurance, workers' compensation (Contractor hereby waives any right to workers' compensation benefits under California Labor Code Section 3352), business licenses, and permits required to perform the services.

Contractor controls the manner and means of performing the services, subject to Client's reasonable direction regarding the scope and quality of the work.

Contractor warrants that it meets California’s requirements for independent contractor status under applicable law, including AB5 “ABC test”.

Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement.

Contractor represents and warrants that the deliverables created pursuant to this Agreement will be original and will not infringe upon the intellectual property rights of any third party.

Contractor will comply with all applicable laws, including California talent agency and anti-discrimination statutes.

Indemnification

Contractor shall indemnify and hold Client harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of this Agreement by Contractor; (b) any negligence or willful misconduct by Contractor; (c) any infringement of any intellectual property rights by Contractor; or (d) any other act or omission of Contractor in connection with the services.

Client will indemnify Contractor against any loss due to client provided material being found to violate any law.

Limits of Liability: Client’s liability shall not exceed the value of services in question.

Project Management

Contractor shall provide Client with regular progress reports as requested by Client.

Client shall provide Contractor with timely feedback on drafts and deliverables.

Any changes to the scope of work must be documented in writing and signed by both parties.

Force Majeure: Neither party shall be held liable for delays or failures in performance due to unforeseen circumstances beyond its reasonable control.

Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.

Option B: This Agreement may be terminated by Client for cause, including but not limited to breach of this Agreement by Contractor.

Upon termination, Contractor shall deliver to Client all in-progress materials and files.

Client shall pay Contractor for all services performed up to the date of termination.

IP assignments shall be handled per section 4, even if terminated.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mandatory negotiation, then mediation in [City, County], California.

Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, County], California, in accordance with the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Venue: [City, County], California

Waiver of Jury Trial: Both parties waive their right to a jury trial.

Insurance

Option A: Contractor shall maintain professional liability insurance with limits of not less than [Dollar Amount] per occurrence.

Option B: Contractor shall maintain errors and omissions insurance with limits of not less than [Dollar Amount] per occurrence.

Option C: No insurance is required under this agreement.

Contractor shall provide Client with a certificate of insurance upon request.

Portfolio and Publicity Rights

Contractor [May/May Not] refer to the completed work in their marketing materials and online portfolio, subject to Client's prior written approval.

All use must comply with confidentiality obligations.

California Business Rules

Contractor shall comply with all applicable California business rules, including but not limited to local registration requirements and state tax obligations.

Notice

All notices under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth in the first paragraph of this Agreement.

Email is acceptable for notifications but not for legal notices.

Amendment

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

Assignment

Contractor may not assign its rights or delegate its obligations under this Agreement without the prior written consent of Client.

California law applies to assignment of obligations.

Specific Legal Disclosures

[Include any specific legal disclosures required under California law, e.g., Talent Agencies Act disclosures].

Appendices

The following appendices are attached hereto and incorporated by reference:

Exhibit A: Scope of Work

Exhibit B: Payment Schedule

[List Other Appendices, e.g., Copyright Assignment Form, Confidentiality Agreement]

Savings and Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. This will be interpreted in accordance with California law.

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

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title]