Colorado creative independent contractor agreement template

Colorado Creative Independent Contractor Agreement

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

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

Contact Information:

• Client:
  • Mailing Address: [Client Address]
  • Email: [Client Email]
  • Phone: [Client Phone]
• Contractor:
  • Mailing Address: [Contractor Address]
  • Email: [Contractor Email]
  • Phone: [Contractor Phone]

1. Scope of Services

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

• Option A: Detailed Description: [Detailed Description of Services, e.g., Design a logo, write website copy, produce a promotional video]
• Option B: Task List:
  • [Task 1, e.g., Initial concept development]
  • [Task 2, e.g., Revisions based on client feedback]
  • [Task 3, e.g., Final deliverable preparation]
• Project Scope: [Detailed Project Scope, e.g., Brand identity for new product launch]
• Creative Objectives: [Creative Objectives, e.g., Create a modern, clean brand image]
• Style References: [Style References, e.g., Websites, publications, existing marketing materials]
• Deliverable Formats: [Deliverable Formats, e.g., JPEG, PNG, PDF, PSD, AI, MP4, DOCX]
• Quality Requirements: [Quality Requirements, e.g., High-resolution images, error-free copy]
• Acceptance Criteria: [Acceptance Criteria, e.g., Client sign-off on design mockups]
• Revision Parameters:
  • Number of Revisions: [Number of Revisions]
  • Nature of Revisions: [Nature of Revisions, e.g., Minor changes to color or text]
  • Timeframe for Revisions: [Timeframe for Revisions, e.g., 5 business days]
• Client Approvals Required: [Client Approvals Required, e.g., Approval of initial concepts, final designs]

2. Milestones and Schedule

The Contractor will adhere to the following schedule:

• Milestone 1: [Milestone Description, e.g., Initial Concept Submission]: Date: [Date]
• Milestone 2: [Milestone Description, e.g., First Round of Revisions]: Date: [Date]
• Milestone 3: [Milestone Description, e.g., Final Deliverable]: Date: [Date]
• Reporting Checkpoints: [Reporting Checkpoints, e.g., Weekly progress reports via email]

3. 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. Contractor acknowledges and agrees that Contractor is not entitled to unemployment insurance benefits, workers' compensation benefits, or employee benefits under Colorado law, including but not limited to C.R.S. § 8-70-115. Contractor is solely responsible for all taxes and other obligations related to Contractor's services.

4. Work Location

• Option A: On-Site: Contractor will perform services at the Client's premises located at [Client Address].
• Option B: Remote: Contractor will perform services remotely.
• Option C: Combination: Contractor will perform services both on-site and remotely as needed. Specific requirements will be communicated [Method of Communication, e.g., via email].
• Access to Facilities: [Details of Access to Client Facilities, e.g., Keycard access, specific office space]
• Equipment Policies: [Equipment Policies, e.g., Use of Client computer, access to design software]
• Software Licenses: [Details of Software Licenses Provided by Client, e.g., Adobe Creative Suite License]
• Intellectual Property Assets: [Intellectual Property Assets Provided by Client, e.g., Brand guidelines, existing logo files]

5. Fees and Payment

The Client will compensate the Contractor as follows:

• Option A: Fixed Fee: [Fixed Fee Amount] for the entire project.
• Option B: Hourly Rate: [Hourly Rate Amount] per hour.
• Option C: Milestone-Based:
  • Milestone 1: [Milestone Description]: [Payment Amount]
  • Milestone 2: [Milestone Description]: [Payment Amount]
  • Milestone 3: [Milestone Description]: [Payment Amount]
• Payment Schedule: [Payment Schedule, e.g., 50% upfront, 50% upon completion]
• Accepted Payment Methods: [Accepted Payment Methods, e.g., Check, Wire Transfer, PayPal]
• Invoicing Procedures: [Invoicing Procedures, e.g., Contractor will submit invoices monthly]
• Approval Procedures: [Approval Procedures, e.g., Client will approve invoices within 10 business days]
• Tax Compliance: Contractor is solely responsible for the payment of all federal, state, and local taxes, including self-employment taxes. Client will not withhold any taxes from payments made to Contractor. The Contractor confirms they meet Colorado requirements for withholding exemptions, if applicable.
• Reimbursement for Expenses: Contractor will be reimbursed for pre-approved out-of-pocket expenses. All expenses must be documented with receipts and submitted with the invoice. Pre-approval required for expenses exceeding [Dollar Amount].

6. Intellectual Property

• Option A: Work Made for Hire: All deliverables created by the Contractor under this Agreement shall be considered "works made for hire" within the meaning of the Copyright Act. The Client shall own all right, title, and interest in and to the deliverables, including all copyrights.
• Option B: Assignment: Contractor hereby assigns to Client all right, title, and interest in and to the deliverables, including all copyrights.
• Option C: License: Contractor grants to Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables for [Permitted Uses, e.g., marketing materials, website].
• Ownership Transfer Conditions: [Conditions for Ownership Transfer, e.g., Upon full payment]
• Permitted Uses: [Specific Permitted Uses, e.g., Use on Client's website, social media, and print materials]
• Moral Rights Waiver: Contractor waives all moral rights in the deliverables to the extent permitted by law.
• Required Attributions: [Details of Required Attributions, if any, e.g., "Design by [Contractor Name]"]

7. Confidentiality

Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to, sensitive creative concepts, drafts, client data, proprietary information, and trade secrets. This obligation shall continue even after the termination of this Agreement. Contractor shall not circumvent, or attempt to circumvent, Client’s business.

8. Data Security and Privacy

Contractor shall comply with all applicable data security and privacy regulations, including Colorado consumer protection and personal data privacy requirements, in the handling of Client data. Contractor shall implement reasonable security measures to protect Client data from unauthorized access, use, or disclosure. Contractor shall maintain records of its data security practices.

9. Insurance

• Option A: Required: Contractor shall maintain [Type of Insurance, e.g., professional liability, general liability, errors and omissions] insurance with a minimum coverage of [Coverage Amount]. Contractor shall provide Client with proof of insurance upon request.
• Option B: Not Required: Contractor is not required to maintain insurance coverage under this Agreement.

10. Change Orders

Any changes to the scope of services or the schedule must be agreed upon in writing by both parties in a change order. Change orders must specify the changes to the scope of services, the adjusted fee, and the revised schedule. No work beyond the original scope will be performed without a signed change order.

11. Third-Party Rights and Clearances

Contractor is responsible for obtaining all necessary third-party rights and clearances (e.g., for stock images, music, or fonts) used in the deliverables. Client will reimburse Contractor for reasonable costs associated with obtaining such rights and clearances, subject to prior written approval. Contractor will indemnify Client for any claims of infringement arising from Contractor’s use of third-party materials.

12. Non-Solicitation and Non-Compete

• Option A: Non-Solicitation Only: During the term of this Agreement and for a period of [Number] months after termination, Contractor shall not solicit, directly or indirectly, any employees or clients of the Client.
• Option B: Non-Compete & Non-Solicitation: During the term of this Agreement and for a period of [Number] months after termination, within a radius of [Number] miles from [Client's Location], Contractor shall not engage in any business that competes with the Client's business and shall not solicit, directly or indirectly, any employees or clients of the Client. The parties agree this clause is narrowly drawn and is reasonable under C.R.S. § 8-2-113.
• Option C: No Restriction: There are no non-solicitation or non-compete restrictions under this Agreement.

13. Non-Interference

Contractor is free to perform services for other clients, provided that such services do not conflict with Contractor’s obligations under this Agreement.

14. Liability and Indemnification

Contractor shall be liable for its own acts and omissions. Client will not be liable for consequential damages arising out of Contractor’s services. Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to Contractor's performance of this Agreement, except to the extent caused by Client's gross negligence or willful misconduct. This indemnification obligation shall be subject to Colorado’s public policy limitations on liability waivers.

15. Term and Termination

• Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the services, whichever occurs first.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Effect of Termination: Upon termination, Contractor shall return all Client property, and Client shall pay Contractor for all services performed up to the date of termination. Any license granted to Client shall terminate upon termination, unless otherwise agreed. Contractor will provide Client with all work in progress.

16. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through informal negotiation.
• If negotiation is unsuccessful, the parties shall submit the dispute to mediation in [City, Colorado]. The parties shall share the costs of mediation equally.
• If mediation is unsuccessful, the parties may submit the dispute to binding arbitration in [City, Colorado]. The arbitrator shall be selected by mutual agreement of the parties. The costs of arbitration shall be allocated as determined by the arbitrator.
• Colorado law shall govern all matters arising under this agreement. Venue for any legal action shall be in the appropriate Colorado state or federal court.

17. Legal Compliance

Contractor shall comply with all applicable federal, state, and local laws and regulations, including all applicable licensing or registration requirements for creative professionals in Colorado. Contractor shall maintain all necessary records as required by law.

18. Taxes

Each party is responsible for its own federal, state, and local tax obligations. Client will provide Contractor with an IRS Form 1099-NEC if required.

19. Amendments

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

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21. 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, riots, fire, flood, or labor disputes.

22. Entire Agreement

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.

23. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

24. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth above.

25. Legal Counsel

Each party acknowledges that it has had the opportunity to seek independent legal counsel regarding this Agreement and that it has read and understands all of the terms and conditions of this Agreement.

26. Optional Clauses (As Applicable)

• Publicity Rights: [Details Regarding Publicity Rights, e.g., Contractor grants Client permission to use Contractor's name and likeness in marketing materials]
• Background Check: [Details Regarding Background Check Requirements, e.g., Contractor agrees to undergo a background check prior to commencement of services]
• Security Clearance: [Details Regarding Security Clearance Requirements, e.g., Contractor must obtain a security clearance prior to commencing work on certain projects]
• Client Compliance Programs: [Details Regarding Compliance Programs, e.g., Contractor must comply with Client's code of conduct]

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]