Florida creative independent contractor agreement template

Florida Creative Independent Contractor Agreement

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

1. Services

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

• Option A: [Detailed description of services, including creative mediums, deliverable types, process stages, technical requirements, and reference materials]
• Option B: As outlined in Exhibit A attached hereto.
• Option C: [Alternative Description of Services]
• The Contractor shall deliver the creative assets in accordance with the timeline defined in Section 2.
• The Client shall provide all necessary resources for the Contractor to fulfill the requirements of this Agreement.

2. Timeline & Milestones

The services shall be completed according to the following timeline:

• Option A:
  • Concept Stage Completion: [Date]
  • Client Approval of Concept: [Date]
  • First Draft Submission: [Date]
  • Client Feedback on First Draft: [Date]
  • Final Product Delivery: [Date]
• Option B: As outlined in Exhibit B attached hereto.
• Option C: [Alternative timeline with milestones]

3. Work Location & Collaboration

The services shall be performed:

• Option A: Remotely.
• Option B: On-site at [Client Location].
• Option C: A combination of remote and on-site work, as mutually agreed upon.
  • On-site work will be conducted on [Days of the week] between [Start Time] and [End Time].
• The Contractor shall use the following collaboration methods:
  • Digital file transfer via [Platform/Protocol]
  • Cloud storage on [Platform]
  • Client access to project management platform [Platform]
  • Regular communication via [Communication Method]

4. Client-Provided Materials & Third-Party Content

• Option A: The Client will provide the following materials to the Contractor: [List of materials, e.g., brand guidelines, logos, text content, images]
• Option B: No materials will be provided by the client.
• Option C: [Alternative materials to be provided.]
  • The Contractor shall obtain all necessary rights and clearances for any third-party content used in the services.
  • Upon completion of the services, the Contractor shall [Return/Destroy] all physical and digital property belonging to the Client.

5. Service Fees & Payment

The Client shall compensate the Contractor as follows:

• Option A: A flat fee of [Dollar Amount] per project.
• Option B: An hourly rate of [Dollar Amount] per hour.
• Option C: Milestone payments as outlined in Exhibit C attached hereto.
• The payment schedule is as follows:
  • [Percentage]% upfront payment upon signing this Agreement.
  • [Percentage]% upon completion of the first draft.
  • [Percentage]% upon final delivery and approval of the services.
• If applicable under Florida Law, Sales Tax will be collected on [Services Subject to Sales Tax]
• Invoices shall be submitted by the Contractor to the Client on [Day of the week/Month] of each [Week/Month].
• The Client shall pay all invoices within [Number] days of receipt.
• Late payments shall be subject to a penalty of [Percentage]% per month, up to the maximum allowed by Florida law.
• Reimbursable expenses, if any, must be pre-approved by the Client in writing.

6. Intellectual Property

• Option A: The work created under this Agreement shall be considered a "work for hire" as defined under Florida law, and all intellectual property rights shall belong to the Client.
• Option B: The Contractor retains ownership of the intellectual property, but grants the Client a [Exclusive/Non-exclusive], [Worldwide] license to use the work for [Permitted Uses].
  • The license shall be [Perpetual] or for a term of [Number] years.
• Option C: [Alternative IP arrangement].
• The Contractor [May/May Not] publicly display or reproduce the work for portfolio or self-promotion purposes after written permission by the Client.

7. Confidentiality

The Contractor shall maintain the confidentiality of all Client information, including but not limited to [Specific types of confidential information], during and after the term of this Agreement. This includes marketing data, brand assets, pre-release concepts, and sensitive business information. This does not include information that is or becomes publicly available or information independently developed by the Contractor. These protections are as defined by Florida Trade Secret laws.

8. Non-Circumvention & Non-Solicitation (Optional)

• Option A: The Contractor shall not circumvent the Client’s business relationships or solicit the Client’s employees or customers for a period of [Number] years following the termination of this Agreement.
• Option B: [Alternative Non-Circumvention/Non-Solicitation Clause].
• Option C: This section is intentionally omitted.

9. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for all applicable taxes, self-employment taxes, business licenses, insurance (including professional liability and health insurance), and worker’s compensation. The contractor acknowledges this agreement is compliant with Florida Statutes, Section 440.02 and IRS guidelines for independent contractor status.

10. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws in performing the services, including but not limited to Florida sales tax collection requirements, advertising regulations, and the Florida Deceptive and Unfair Trade Practices Act.

11. Warranties & Representations

The Contractor warrants and represents that:

• The work created will be original and non-infringing.
• The Contractor will obtain all necessary rights and clearances.
• The Client shall have the right to review and accept the services.
• Disclaimer: THE CONTRACTOR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS PERMITTED UNDER FLORIDA LAW.

12. Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, and expenses arising out of the Contractor’s breach of this Agreement, including but not limited to copyright infringement, breach of confidentiality, and misuse of third-party materials. Limitation of liability for consequential damages is defined under Florida Law.

13. Breach & Default

A breach of this Agreement shall include, but not be limited to, the Contractor’s failure to meet deadlines, provide quality deliverables, unlawful conduct, or violation of confidentiality. The Client shall provide written notice of any breach and allow the Contractor [Number] days to cure the breach. Compensatory penalties or reduction of fees for failure to deliver creative assets are defined in Exhibit D.

14. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good-faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [Client County, Florida].
• If mediation fails, the dispute shall be resolved through binding arbitration in Florida under the rules of [Arbitral Body].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Venue shall be in [Client County, Florida].

15. Termination

This Agreement may be terminated as follows:

• Upon expiration of the term.
• By either party for cause, with [Number] days written notice.
• By the Client without cause, with [Number] days written notice.
• Upon termination, the Contractor shall be entitled to pro-rata compensation for completed work, return or destroy Client property, and handover partially completed creative works. Termination effect on license/use rights is defined in Exhibit E.

16. Non-Exclusivity & Assignment

The Contractor may engage in other creative projects during the term of this Agreement. This agreement is not assignable. Subcontracting is [Permitted/Prohibited].

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including but not limited to Florida weather emergencies or natural disasters.

18. Record Retention

The Contractor shall retain all records related to this Agreement for tax and audit purposes, as required by Florida law.

19. 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 herein.

20. Modification and Waiver

This Agreement may be modified 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 waiving party.

21. Notice

All notices under this Agreement shall be in writing and delivered by [Method of Delivery, e.g., certified mail, email] to the addresses set forth above.

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

Client:

____________________________

[Client Legal Name]

[Title, if applicable]

Date: ______________________

Contractor:

____________________________

[Contractor Legal Name]

Date: ______________________

[Optional Florida Notary Block]