Colorado design independent contractor agreement template

Colorado Design Independent Contractor Agreement

This Colorado Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Client Legal Name], located at [Client Address] (“Client”), and [Contractor Legal Name], located at [Contractor Address] (“Contractor”).

1. Scope of Services

• Option A: The Contractor shall provide the following design services to the Client: [Detailed description of design services, including project phases like initial consultation, conceptual sketches, design development, revisions, technical drawings, and final deliverables. Specify file formats.].
• Option B: The Contractor shall provide design services as detailed in Exhibit A, attached hereto and incorporated by reference.
• Detailed elements:
  • Work Standards: [Describe the required quality and standards of the work.]
  • Creative Guidelines: [Specify any brand guidelines or style guides to be followed.]
  • Approval Processes: [Outline the steps for review and approval of designs.]
  • Responsibilities: [Clarify responsibilities for procurement or third-party materials.]

2. Project Timeline and Delivery

• Option A: The Contractor shall complete the services according to the following schedule: [Detailed timeline with milestone dates and turnaround times.].
• Option B: The project will commence on [Start Date] and is expected to be completed by [End Date]. Specific milestones and deliverables shall be agreed upon in writing.
• Change Orders: Any change requests after the contract execution must be documented and approved in writing. The submission, approval, pricing and timeline impact of design changes must be clear.

3. Work Location

• Option A: The services shall be performed remotely.
• Option B: The services shall be performed onsite at [Client Location].
• Option C: The services shall be performed in a hybrid manner, with [Number] days per week onsite at [Client Location].
• Include requirements for in-person meetings, online collaboration tools, client-provided resources, or access to facilities, and address physical or digital workspace needs relevant to design.

4. Compensation

• Option A: The Client shall pay the Contractor an hourly rate of [Hourly Rate].
• Option B: The Client shall pay the Contractor a fixed fee of [Fixed Fee] for the entire project.
  • Payment Schedule: [Describe the payment schedule, e.g., deposit, milestone payments.]
• Option C: The Client shall pay the Contractor according to the following milestone-based schedule: [Specify milestones and associated payments.]
• Payment Terms: [Specify payment terms, e.g., net 30 days.]
• Invoicing Procedures: [Describe the invoicing process and requirements.]
• Acceptance Criteria: [Define the criteria for acceptance of the submitted work.]
• Late Payment Penalties: [Specify any penalties for late payments.]
• Colorado State and Local Taxes: The contractor is responsible for all applicable self-employment, city and county business taxes.

5. Expenses

• Option A: All expenses are included in the compensation.
• Option B: The Client shall reimburse the Contractor for the following expenses: [List of Reimbursable Expenses, e.g., travel, printing, licensing of images or fonts.].
  • Documentation: The contractor must provide receipts for all expenses for reimbursement. Approval is required before incurring expenses over [Dollar Amount].

6. Ownership and Licensing

• Option A: Upon full payment, all rights, title, and interest in and to the design work product shall be transferred to the Client.
  • This includes copyright transfer.
• Option B: The Client shall have an exclusive license to use the design work product for [Specific Use].
• Option C: The Client shall have a non-exclusive license to use the design work product.
• Rights to Revisions, Portfolio Use, or Promotional Displays: The contractor retains the right to display the work in a portfolio.

7. Confidentiality and Non-Disclosure

• The Contractor shall keep confidential all proprietary information of the Client, including but not limited to [List of Confidential Information, e.g., trade secrets, unpublished designs, work files, and sensitive data.].
• Duration: This confidentiality obligation shall continue for [Number] years after the termination of this Agreement.

8. Independent Contractor Status

• The Contractor is an independent contractor and not an employee of the Client.
  • Contractor is “free from control and direction” and “customarily engaged in an independent business” in accordance with C.R.S. §8-70-115.
• No benefits or withholding: Contractor is not entitled to any employee benefits, and the Client will not withhold taxes.
• Personal responsibility: Contractor is responsible for all applicable taxes, insurance, and business licensing.

9. Representations and Warranties

• The Contractor represents and warrants that the services will be performed in a professional manner and that the design work product will be original and not infringe upon the rights of any third party.
• The Client represents and warrants that they have the authority to enter into this Agreement.
• Indemnity: Both parties agree to indemnify each other from and against any claims, damages, or expenses arising from a breach of this agreement, including IP infringement.

10. Liability

• The Contractor's liability shall be limited to the amount of fees paid by the Client under this Agreement.
• The Contractor is not liable for project delays, design defects, rework obligations, limits of liability, indemnification for third-party claims, and professional errors and omissions unless directly caused by gross negligence.

11. Insurance

• The Contractor shall maintain professional liability insurance with minimum coverage of [Coverage Amount].
• Contractor shall provide certificate of insurance upon request by the Client.

12. Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice.
• Option B: The Client may terminate this agreement immediately if the contractor is in breach of the contract.
• Final Payment: Upon termination, the Contractor shall be paid for all services performed up to the date of termination.

13. Dispute Resolution

• Any disputes arising out of or relating to this Agreement shall be resolved through negotiation, then mediation in Colorado.
• If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in [City, Colorado].
• Colorado law governs this contract. Jurisdiction resides in Colorado state courts.

14. Non-Solicitation/Non-Compete

• The Contractor agrees not to solicit the Client's employees or customers for a period of [Number] years following the termination of this Agreement within a [Geographic Area] area.

15. Works Made for Hire

• Option A: All design work product shall be considered works made for hire.
• Option B: Not applicable.

16. Raw Files/Unfinished Work

• Upon termination, the Contractor shall provide the Client with all raw files and unfinished work product.
• The client shall be given access to all draft files.

17. Change Orders

• Any changes to the scope of services must be documented in a written change order signed by both parties.
• The change order must include the submission, approval, pricing and timeline impact of design changes requested after contract execution.

18. Colorado Business Licenses and Taxes

• The Contractor is responsible for obtaining and maintaining all required Colorado business licenses and permits.
• Contractor is also responsible for local tax collection, if applicable.

19. Data Security

• The Contractor shall maintain appropriate data security measures to protect the Client's confidential information.
• Password protection, backup, and transfer of digital design files must follow industry standards.

20. Accessibility Compliance

• The Contractor shall ensure that all design deliverables comply with the Americans with Disabilities Act (ADA) accessibility guidelines, where applicable.

21. Client Cooperation

• The Client shall provide timely feedback and cooperation to the Contractor.
• The Client must provide timely feedback; delays caused by the Client may impact timelines and deliverables.

22. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to extreme weather events in Colorado.

23. Assignment

Neither party may assign this Agreement without the written consent of the other party.

24. Amendments

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

25. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• 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.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]