Delaware creative independent contractor agreement template

Delaware Creative Independent Contractor Agreement

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

• [Client Name], a [Client Business Entity Type, e.g., Delaware LLC] with its principal place of business at [Client Delaware Mailing Address] (the “Client”), and
• [Contractor Name], a [Contractor Business Entity Type, e.g., Delaware Sole Proprietorship] with its principal place of business at [Contractor Delaware Mailing Address] (the “Independent Contractor”).

1. Scope of Services

• Option A: General Scope:
  The Independent Contractor shall provide the following creative services to the Client: [Detailed description of services, e.g., graphic design, illustration, video production, copywriting].
• Option B: Project-Specific Scope:
  The Independent Contractor shall provide creative services to the Client for the project known as [Project Name], as further detailed in Exhibit A (Scope of Work). Deliverables include: [List deliverables, e.g., 10 social media graphics, a 3-minute explainer video, a 5-page website]. Format requirements: [e.g., .PSD, .MP4, .HTML]. Project objectives: [e.g., increase brand awareness by 20%, drive traffic to website]. Technical Specifications: [e.g., responsive design, accessibility compliance]. Creative Guidelines: [e.g., brand colors, logo usage]. Milestone Dates: [List milestone dates and deliverables]. Revision limits: [e.g., two rounds of revisions]. Measurable Quality Standards: [e.g., user engagement metrics, conversion rates].

The Independent Contractor will use the following methods and tools: [List software, file types, cloud access, etc.].

[Specify whether equipment, materials, or software will be furnished by the contractor or client, e.g., Client provides Adobe Creative Suite license; Contractor provides own computer].

The work will be performed [Remote, Hybrid, On-Premises at [Client Delaware Address]].

[Describe any required client meetings (virtual or on-site), e.g., weekly virtual meetings, monthly on-site reviews].

[Specify whether client facilities will be used. If yes, outline conditions].

2. Compensation

• Option A: Fixed Fee:
  The Client shall pay the Independent Contractor a fixed fee of [Dollar Amount] for the completion of the Services.
• Option B: Milestone-Based Payment:
  The Client shall pay the Independent Contractor according to the following milestone schedule: [List Milestones and Payments].
• Option C: Hourly Rate:
  The Client shall pay the Independent Contractor an hourly rate of [Dollar Amount] for all hours reasonably spent performing the Services.

Payments are due [Number] days after receipt of invoice. Late payments will accrue interest at a rate of [Percentage] per month, as allowed under Delaware law.

The Independent Contractor shall submit invoices to [Client Contact/Department] at [Client Email Address], including [Invoice Number, Dates, Description of Services, Hours Worked (if applicable)]. Invoices must comply with Delaware tax requirements, and the Independent Contractor will provide a W-9 or EIN as required.

Payments will be made via bank transfer to the following account: [Bank Name, Account Number, Routing Number].

[Specify upfront deposit or retainer if applicable, e.g., 50% deposit upon signing].

3. Intellectual Property

• Option A: Work-for-Hire:
  All work product created by the Independent Contractor pursuant to this Agreement shall be considered a "work made for hire" as defined by the U.S. Copyright Act, and the Client shall own all right, title, and interest in and to such work product, including all copyrights, trademarks, and other intellectual property rights. Consistent with Delaware contract law, all rights are transferred to Client.
• Option B: License Grant:
  The Independent Contractor retains ownership of all intellectual property rights in the work product, but grants to the Client a [Type of License, e.g., perpetual, non-exclusive] license to use, reproduce, distribute, and display the work product for [Specific Purpose].

The Independent Contractor hereby waives all moral rights in the work product to the extent permitted by law.

The Independent Contractor may display the work product in their portfolio for promotional purposes, subject to the Client's approval.

[Specify attribution requirements, e.g., Client shall credit the Independent Contractor in all public displays of the work product].

Upon final payment, all rights as defined above shall immediately transfer to the client.

4. Confidentiality

The Independent Contractor shall maintain the confidentiality of all Confidential Information of the Client, including but not limited to [Examples of Confidential Information, e.g., pre-release materials, trademarks, proprietary brand concepts].

The Independent Contractor shall not disclose any Confidential Information to any third party without the Client's prior written consent.

In the event of a breach of this confidentiality provision, the Client shall be entitled to [Remedies, e.g., injunctive relief, damages].

5. Data Security

The Independent Contractor shall implement and maintain reasonable security measures to protect the Client's data, in accordance with Delaware data protection standards.

The Independent Contractor shall promptly notify the Client of any data breach or security incident.

The Independent Contractor will have access to the following client confidential information: [List Information]. The Independent Contractor must adhere to the following Delaware law safeguards: [List Safeguards].

Upon termination of this Agreement, the Independent Contractor shall return or destroy all Client data in its possession.

6. Independent Contractor Status

It is expressly understood and agreed that the Independent Contractor is an independent contractor and not an employee, agent, or partner of the Client, consistent with Delaware common law and 19 Del. Code § 3501 et seq.

The Independent Contractor shall control the manner and means by which the Services are performed.

The Independent Contractor is responsible for all federal, state, and local taxes, including Delaware-specific registration if crossing thresholds for business licenses or gross receipts tax.

The Independent Contractor is not entitled to any employee benefits or insurance provided by the Client.

The Independent Contractor shall provide proof of business registration or professional licenses in Delaware if applicable.

7. Liability and Insurance

The Independent Contractor shall be liable for any damages caused by its negligence or willful misconduct.

The Independent Contractor shall indemnify and hold the Client harmless from any claims arising out of the Independent Contractor's performance of the Services, including infringement of third-party rights.

The Independent Contractor shall maintain the following insurance policies: [List policies, e.g., professional liability, general liability, errors & omissions]. Minimum coverage amount: [Dollar Amount].

[Specify liquidated damages, cure periods, and right to withhold payment, if applicable].

8. Representations and Warranties

The Independent Contractor represents and warrants that it has the full right, power, and authority to enter into this Agreement.

The Independent Contractor represents and warrants that the work product will be original and will not infringe upon the intellectual property rights of any third party.

The Independent Contractor warrants the deliverables will comply with all applicable laws.

The Independent Contractor warrants they have the authority under Delaware law to enter this agreement.

9. Assignment and Subcontracting

The Independent Contractor shall not assign this Agreement or subcontract any of the Services without the Client's prior written consent.

Any permitted subcontracting shall be subject to the terms and conditions of this Agreement.

Client has the right to review and approve any subcontractors.

10. Termination

• Option A: Termination for Convenience:
  Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
• Option B: Termination for Cause:
  The Client may terminate this Agreement immediately for cause if the Independent Contractor breaches any material provision of this Agreement.

Upon termination, the Independent Contractor shall deliver all work in progress to the Client and shall be entitled to payment for all services performed up to the date of termination, as outlined below.

[Specify early termination fees, if any].

[Detail procedures for handling partial deliverables upon termination].

Upon termination, IP rights shall be [Specify disposition of IP rights].

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation in accordance with Delaware law.

If the dispute cannot be resolved through negotiation and mediation, it shall be submitted to the state or federal courts located in Delaware, agreeing to jurisdiction and venue in Delaware. [Optional: Naming Wilmington as forum]

12. Miscellaneous

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure.

The parties agree not to circumvent each other in future business dealings.

During the term of this Agreement and for a period of [Number] months thereafter, the Independent Contractor shall not solicit any employees or clients of the Client.

[Include non-compete or exclusivity provisions if applicable, ensuring they are reasonable and enforceable under Delaware law].

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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

This Agreement may be executed electronically and shall be governed by the Delaware Uniform Electronic Transactions Act.

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

____________________________

[Client Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]

____________________________

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]