Connecticut design independent contractor agreement template

Connecticut Design Independent Contractor Agreement

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

• [Client Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Designer Legal Name], a [Designer Business Entity Type] with its principal place of business at [Designer Address], hereinafter referred to as "Designer."

1. Scope of Services

• Option A: Designer shall provide the following design services to Client: [Detailed Description of Design Services, e.g., Graphic Design, Web Design, Product Design]. This includes [Specific deliverables, including format, e.g., source files, print-ready files, vector art, prototypes], [Quantity], [Quality Standards], adhering to [Creative Guidelines], and utilizing [Required Software or Platforms]. Deliverables must be compatible with [Specific versions or file types specific to the client’s intended use].
• Option B: Designer will perform services as described in Exhibit A, attached hereto and incorporated by reference. The deliverables are as described in Exhibit B, attached hereto and incorporated by reference.

2. Project Timeline

• Option A: The project timeline is as follows:
  • Phase 1: [Concept Development]: [Start Date] - [End Date]
  • Phase 2: [Drafts]: [Start Date] - [End Date]
  • Phase 3: [Revisions]: [Start Date] - [End Date]
  • Phase 4: [Approvals]: [Start Date] - [End Date]
  • Phase 5: [Final Delivery]: [Date]
  • Milestones include: [List of Milestones] with deadlines.
  • Acceptance Criteria for each deliverable: [Detailed Acceptance Criteria].
  • Dependencies: [List of Client or Third-Party Dependencies].
• Option B: See attached Project Timeline document.

3. Work Location & Equipment

• Option A: Designer will perform services remotely.
• Option B: Designer will perform services at Client's premises located at [Client Address]. Compliance with local zoning and business licensing is the responsibility of [Responsible party]. Client will provide [Equipment Client Will Provide]. Designer will provide [Equipment Designer Will Provide].
• Option C: Designer may use third-party resources, subject to client approval. [Specify conditions]

All intellectual property and data handling will comply with Connecticut state privacy and cybersecurity laws.

4. Payment Terms

• Option A: Client shall pay Designer a fee of [Dollar Amount] per [Hour/Milestone/Deliverable/Project].
• Option B: Client shall pay Designer a flat fee of [Dollar Amount] for the entire project.
• Payment Schedule: [Detailed Payment Schedule Linked to Acceptance of Deliverables/Milestones].
• Invoicing: Designer will submit invoices compliant with Connecticut tax law, including CT sales tax collection where applicable. Designer will issue Form 1099-NEC if required.
• Expense Reimbursement: Client will reimburse Designer for pre-approved expenses. Approval must be obtained in writing prior to incurring the expense.
• Late Payment Penalties: Late payments will accrue interest at the maximum rate permitted under Connecticut law.

5. Intellectual Property

• Option A: Copyright Assignment: Upon full payment, Designer hereby assigns all right, title, and interest in and to the Deliverables to Client.
• Option B: License Grant: Designer retains ownership of the Deliverables and grants Client a [Type of License, e.g., Perpetual, Non-Exclusive] license to use the Deliverables for [Specific Purposes].
• Waiver of Artists' Rights: To the extent permitted by Connecticut law, Designer hereby waives any and all rights conferred by Connecticut statutes relating to artists' rights. Transfer of final design assets occurs upon full payment. Restrictions on post-termination use: [Define Restrictions].

6. Confidentiality

• Designer agrees to hold Client's confidential information in strict confidence. "Confidential Information" includes [Scope of Confidential Information].
• Duration of obligation: This obligation shall continue for [Number] years after termination of this Agreement. Designer will comply with the Connecticut Uniform Trade Secrets Act.

7. Independent Contractor Status

Designer is an independent contractor and not an employee of Client. This Agreement does not create an employer-employee relationship under Connecticut law. Designer is not eligible for unemployment insurance or workers' compensation. Designer is responsible for estimated taxes and self-employment taxes.

8. Insurance

• Option A: Designer shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].
• Option B: Designer shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

9. Liabilities and Indemnification

Designer is liable for delays, IP infringement, violation of confidentiality, and data loss. Client is liable for providing assets necessary for the designer to perform their service. Each party shall indemnify and hold harmless the other from any claims arising from their own negligence or breach of this Agreement. Limitation of liability: [State any limitations] which are enforceable under Connecticut contract law.

10. Licenses and Permits

Designer possesses all required professional licenses, business registrations, or certifications required to perform the services under Connecticut law. These include [List Licenses and Permits].

11. Dispute Resolution

The parties shall attempt to resolve any disputes through negotiation. If negotiation fails, the parties agree to [Mediation/Arbitration] in [City, Connecticut]. This Agreement is governed by the laws of the State of Connecticut.

12. Non-Solicitation/Non-Circumvention/Non-Compete

• Non-Solicitation: During the term of this Agreement and for [Number] months following termination, Designer shall not solicit Client's employees or customers.
• Non-Circumvention: Designer agrees not to circumvent Client by contacting Client's customers or vendors directly.
• Non-Compete: Designer shall not engage in work of a similar nature within [Number] miles from [Location] for a period of [Number] months after termination of this Agreement [Describe work of similar nature]. Note: Connecticut’s strict public policy limits on non-competes.

13. 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 acts of God, war, terrorism, labor disputes, or technology outages.

14. Termination

• Option A: This Agreement may be terminated by either party for cause (e.g., late payments, breach of project specifications) with [Number] days' written notice.
• Option B: This Agreement may be terminated by either party for convenience with [Number] days' written notice.
• Payments due upon termination: [Describe payments due].
• Upon termination, Designer shall return all Client materials.

15. Compliance with Laws

Designer will comply with all applicable Connecticut and federal laws, including digital accessibility requirements (Section 504/508) and anti-discrimination laws.

16. Change Requests

All change requests must be submitted in writing and approved by both parties. Additional charges may apply for exceeding included work.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. Amendments must be in writing and signed by both parties.

18. Severability

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

19. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

20. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

21. Notice

All notices under this Agreement must be in writing and sent to the addresses listed above. Compliance with Connecticut electronic records and signatures law is required.

22. Special Connecticut Industry Practices

• [Reference Connecticut AIA (American Institute of Architects) or similar design professional standards if applicable].
• Client Cooperation Requirements: [Describe Client Cooperation Requirements, e.g., Timely Feedback, Provision of Brand Assets].

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]

[Designer Legal Name]

By: [Designer Printed Name]

Title: [Designer Title]