California design independent contractor agreement template

California Design Independent Contractor Agreement

This California Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Effective Date], by and between:

[Client Legal Name], located at [Client Address], hereinafter referred to as “Client,”

and

[Contractor Legal Name], located at [Contractor Address], hereinafter referred to as “Contractor.”

1. Scope of Services

The Contractor agrees to provide the following design services to the Client: [Detailed Description of Design Services, including nature and scope of work, creative briefs, technical requirements, reference materials, and design objectives provided by Client. Be specific about the deliverables].

Deliverables shall be in the following format(s): [List Deliverable Formats, e.g., Digital Files, Prototypes, etc.].

Option A: The Contractor will utilize the following software and tools: [List Design Software/Tools].

Option B: The Client will provide access to the following software and tools: [List Design Software/Tools Provided by Client].

2. Project Timeline and Milestones

The project timeline is as follows:

Concept Submission: [Date]

Feedback and Revisions: [Date]

Intermediate Approvals: [Date]

Final Delivery: [Date]

The Contractor will provide [Number] rounds of revisions. Changes beyond this will incur additional fees as outlined in Section 4.

Option A: All scope changes must be submitted in writing and approved by both parties. Any associated cost adjustments will be documented in a change order.

Option B: Client may request minor scope changes, not to exceed [Number] hours of additional work. Significant scope changes require a formal change order.

3. Location of Work

Option A: The Contractor will perform the services remotely.

Option B: The Contractor will perform the services at the Client’s California site located at: [Client's California Site Address].

Option A: The Client will provide the following equipment and access: [List Equipment and Access Provided by Client].

Option B: The Contractor is responsible for providing all necessary equipment and software.

4. Payment

Option A: The Client will pay the Contractor a flat fee of [Dollar Amount].

Option B: The Client will pay the Contractor an hourly rate of [Dollar Amount] per hour.

Option C: The Client will pay the Contractor per deliverable according to the following schedule: [Detailed Payment Schedule].

Invoices will be submitted [Invoice Schedule, e.g., Bi-weekly, Upon Completion of Milestones].

Expenses must be pre-approved in writing by the Client.

Option A: Reimbursement will be made within [Number] days of invoice receipt.

Option B: Expenses are included in the flat fee.

Late payments will incur a late fee of [Percentage]% per month, or the maximum amount allowed by California law, whichever is less.

5. Intellectual Property

The Client will own all intellectual property rights, including copyright, in the final design deliverables upon full payment.

Option A: Contractor retains ownership of all original files, drafts, and source materials created prior to full payment. Upon full payment, the Contractor assigns all rights in such materials to the Client.

Option B: The Contractor retains ownership of original files and source materials, but grants the Client a perpetual, non-exclusive license to use these materials.

The Contractor may use the final design deliverables in their portfolio, with Client’s written consent, which shall not be unreasonably withheld.

6. Confidentiality

The Contractor agrees to hold all Client proprietary information in strict confidence.

Option A: Contractor agrees to sign a separate Non-Disclosure Agreement (NDA).

Option B: This agreement constitutes the full NDA.

Upon termination of this Agreement, the Contractor will return or destroy all Client data and materials.

7. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency. The Contractor is responsible for all federal, state, and local taxes, insurance, and business licenses. Client will not withhold any taxes from Contractor’s payments. Contractor acknowledges that, under California law, including California Labor Code sections and the "ABC Test," the Contractor operates independently from the Client's usual course of business, has control over the means and manner by which services are performed, and routinely engages in the same services for other entities.

8. Representations and Warranties

The Contractor represents and warrants that they have the right and authority to enter into this Agreement.

The Contractor represents and warrants that the design deliverables will be original and will not infringe upon the intellectual property rights of any third party. Contractor also warrants compliance with California consumer and advertising laws.

9. Default and Termination

Default occurs when either party breaches this Agreement.

Option A: Either party may terminate this Agreement with [Number] days’ written notice.

Option B: Client can terminate the project at any time, but Contractor is paid for work completed up to the termination date.

In the event of termination, the Contractor will deliver all unfinished design files to the Client.

10. Compliance

The Contractor will comply with all applicable California laws and regulations.

Option A: Contractor agrees to comply with California's industry-specific standards, such as licensing for architectural/interior design services, local code and accessibility requirements (e.g., ADA compliance).

11. Governing Law and Dispute Resolution

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

Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County Name] County, California.

The parties agree to attempt to resolve any disputes through good faith negotiation before initiating any formal legal proceedings.

12. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including, but not limited to, natural disasters, acts of God, or government orders specific to California.

13. Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Any amendment to this Agreement must be in writing and signed by both parties.

14. Signatures

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

____________________________

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

____________________________

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]

Client Contact Details:

Name: [Client Contact Name]

Address: [Client Address]

Email: [Client Email]

Phone: [Client Phone]

Contractor Contact Details:

Name: [Contractor Contact Name]

Address: [Contractor Address]

Email: [Contractor Email]

Phone: [Contractor Phone]