Delaware design independent contractor agreement template

Delaware Design Independent Contractor Agreement

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

• [Client Name], residing at [Client Address], and if a business entity, with its principal place of business at [Client Business Address] and registered in Delaware under number [Client Business Registration Number] (hereinafter referred to as “Client”),

and

• [Contractor Name], residing at [Contractor Address], and if a business entity, with its principal place of business at [Contractor Business Address] and registered in Delaware under number [Contractor Business Registration Number] (hereinafter referred to as “Contractor”).

1. Scope of Services

• Option A: Contractor shall provide the following design services to Client: [Description of Design Services], including but not limited to graphic design, web design, UI/UX design, branding, product design, and packaging design.
• Option B: Contractor shall provide design services as detailed in Exhibit A, attached hereto and incorporated by reference.
• Option C: Contractor shall provide the design services for the project outlined at [Project Name/Description Link].

Deliverables shall conform to the following specifications: [Deliverable Specifications, e.g., format, dimensions, color profiles, file types, accessibility standards].

2. Project Schedule and Milestones

• Option A: The project timeline is as follows: [Project Schedule and Milestones].
• Option B: The project timeline, milestones, and review/approval timelines are detailed in Exhibit B, attached hereto and incorporated by reference.

Review and approval timelines: [Review and Approval Timelines]. The maximum number of revision rounds is [Number].

3. Work Location and Equipment

• Option A: The work will be performed remotely.
• Option B: The work will be performed at the Client's premises located at [Client Premises Address].
• Option C: The work will be performed in Delaware.

If work is performed at the Client's premises: Site access requirements: [Site Access Requirements]. Contractor’s hours of availability: [Hours of Availability]. Cybersecurity and data protection procedures: [Cybersecurity and Data Protection Procedures]. Contractor shall use only properly licensed fonts, stock media, or design assets.

4. Compensation and Payment

• Option A: Client shall pay Contractor a flat fee of [Dollar Amount] for the services described in Section 1.
• Option B: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered.
• Option C: Client shall pay Contractor according to the following milestone-based payment schedule: [Milestone Payment Schedule].

Accepted payment methods: [Accepted Payment Methods]. Invoicing frequency: [Invoicing Frequency]. Invoice statement requirements: [Detailed Statement Requirements, e.g., itemization of design tasks]. Payment due dates: [Payment Due Dates]. Contractor is responsible for all self-employment taxes and filings and compliance with Delaware Gross Receipts Tax, if applicable.

5. Expenses

• Option A: Client shall reimburse Contractor for pre-approved design-related expenses up to [Dollar Amount].
• Option B: Client shall not reimburse Contractor for any expenses.

Approval and documentation process for expenses: [Approval and Documentation Process].

6. Intellectual Property

• Option A: All copyright in the completed designs, sketches, concepts, and iterations shall be assigned to the Client.
• Option B: Client shall have a limited license to use the designs for [Scope of Use] for a duration of [Duration]. Contractor retains rights to use the completed works in their portfolio.

Transfer of source files and editable files: Upon payment in full, Contractor shall transfer to Client all source files, editable files, and all working documentation. Use or restriction of third-party materials: [Terms for Third Party Materials].

7. Confidentiality

Contractor agrees to hold all Client information confidential, including unlaunched campaigns, proprietary visuals, and client branding plans. Contractor shall not publicly display or use work in their portfolio prior to Client approval, if required.

8. Independent Contractor Status

Contractor is an independent contractor under Delaware law and not an employee of Client. Contractor is solely responsible for income tax, withholdings, workers’ compensation, unemployment insurance, and any benefit contributions.

9. Business Registration

Contractor warrants that they maintain a valid Delaware business license (if conducting business as an entity or trade name).

10. Insurance

• Option A: Contractor shall maintain general liability insurance with minimum coverage of [Dollar Amount].
• Option B: Contractor shall maintain professional liability (errors & omissions) insurance with minimum coverage of [Dollar Amount].
• Option C: Contractor shall maintain cyber liability insurance with minimum coverage of [Dollar Amount].

Contractor shall provide certificates of insurance upon request.

11. Liability and Indemnification

Contractor shall be liable for design errors, failures to deliver on time, intellectual property infringement, unauthorized disclosure, data loss, or damages arising from reliance on deliverables. Contractor shall indemnify Client against any such claims or damages.

12. Force Majeure

Neither party shall be liable for delays caused by events beyond their reasonable control, including illness, system failure, or force of nature. Notification obligations: [Notification Obligations].

13. Revisions and Rework

Revision windows: [Revision Windows]. Approval periods: [Approval Periods]. Acceptable revision channels: [Acceptable Revision Channels]. Conditions for requesting additional design work beyond the agreed scope: [Conditions for Additional Work].

14. Subcontracting

Contractor shall not subcontract or delegate design work without written Client consent. All obligations (including confidentiality and IP provisions) shall be passed onto any approved subcontractors.

15. Non-Solicitation and Non-Compete

• Option A: Contractor shall not solicit Client’s customers for a period of [Number] years after the termination of this Agreement.
• Option B: Contractor shall not compete with Client within [Geographic Area] for a period of [Number] years after the termination of this Agreement.
• Option C: No non-solicitation or non-compete agreement applies.

16. Term and Termination

Term: [Start Date] to [End Date]. Automatic renewal: [Automatic Renewal Terms]. Notice period for termination: [Notice Period]. Payment for work performed up to termination: [Payment Terms]. Return or destruction of client data and materials upon termination. Transfer of in-progress design files on termination.

17. Dispute Resolution

Any disputes shall be resolved through good-faith negotiation, followed by mediation, and, if unresolved, binding arbitration or litigation in a court of competent jurisdiction in Delaware. Delaware law shall govern.

18. Compliance

Contractor shall comply with all applicable Delaware and federal design licensing, export, anti-discrimination, and data privacy regulations. Contractor shall also comply with Delaware business practices and codes of professional conduct.

19. Required Notices

Contractor acknowledges receipt of any required Delaware notices pertaining to independent contractor rights.

20. Audit Rights

Client reserves the right to audit, inspect, or otherwise review design work, billing, and compliance, subject to reasonable scheduling. Contractor shall promptly address any audit findings or client concerns.

21. Miscellaneous

Amendment: This Agreement may be amended only in writing, signed by both parties. Assignment: Neither party may assign their rights or obligations under this Agreement without the other party's written consent. 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.

22. Electronic Execution

This Agreement may be executed and delivered electronically, compliant with 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 Signature]

[Contractor Name]

By: [Contractor Signature]