Florida design independent contractor agreement template

Florida Design Independent Contractor Agreement

This Florida Design 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”).

Scope of Work:

Option A: The Contractor shall provide the following design services to the Client: [Describe Specific Design Services, e.g., Website Design, Logo Design, Interior Design, including specific tasks and deliverables]. This includes but is not limited to: [Detailed List of Deliverables].

Option B: The Contractor shall perform design services as detailed in Exhibit A, attached hereto and incorporated herein by reference.

The Contractor will utilize the following software and platforms: [List of Software/Platforms]. The designs must adhere to the following style guide or brand requirements: [Specify Style Guide/Brand Requirements]. The expected creative direction is: [Describe Creative Direction]. The client is entitled to [Number] rounds of revisions.

Project Timeline:

Option A: The project shall commence on [Start Date] and be completed by [End Date]. Key milestones include: [List Key Milestones and Dates]. Review and approval dates are as follows: [List Review/Approval Dates]. Final delivery format: [Specify Delivery Format].

Option B: The project schedule is outlined in Exhibit B, attached hereto and incorporated herein by reference.

All dates and times are based on the Eastern Time Zone (EST/EDT).

Subcontracting:

Option A: The Contractor may not subcontract any portion of the work without the prior written consent of the Client.

Option B: The Contractor may utilize subcontractors, subject to prior written notification to the Client. The Contractor remains fully responsible for the performance of all subcontractors.

All subcontractors must comply with Florida laws and regulations regarding business entities and licensing for design-related activities.

Work Location:

Option A: The work shall be performed remotely.

Option B: The work shall be performed at the Client’s location at [Client Address].

Option C: The work shall be performed both remotely and at the Client’s location, as needed. Meetings will be held [Frequency and Method, e.g., weekly via Zoom, monthly in person].

Option D: Field visits or physical prototype delivery is required. Delivery address: [Address].

Compensation:

Option A: The Client shall pay the Contractor at a rate of [Dollar Amount] per hour.

Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the project.

Option C: The Client shall pay the Contractor a retainer of [Dollar Amount] per month.

Option D: Payment will be made per deliverable, as outlined in Exhibit C.

Option E: Payment will be made according to the following milestone schedule: [List Milestones and Payments].

Reimbursement for design-related material expenses will be made upon submission of receipts. Florida sales tax [does/does not] apply to the service.

Invoicing:

The Contractor shall submit invoices to the Client [Frequency, e.g., weekly, bi-weekly, monthly].

Invoices must include the following information: [List Required Information, e.g., Contractor Name, Invoice Number, Date, Description of Services, Hours Worked (if applicable), Rate, Total Amount Due, Florida Tax ID (if applicable)].

Payment shall be made within [Number] days of receipt of invoice.

Late payments shall accrue interest at a rate of [Percentage] per month, as allowed by Florida statute.

Ownership and Use of Design Work Product:

Option A: All intellectual property, copyright, and moral rights in the design work product (including preliminary concepts, drafts, final files, source files, prototypes, and derivative works) are assigned to the Client.

Option B: The Contractor retains ownership of the design work product, but grants the Client a perpetual, non-exclusive license to use the work product for [Specific Uses]. The Contractor retains portfolio/display rights, subject to confidentiality agreements.

Option C: Ownership is outlined in Exhibit D.

Confidentiality:

The Contractor agrees to hold all Client proprietary information in strict confidence and not to disclose such information to any third party. This includes, but is not limited to, [List Examples of Confidential Information].

The Contractor agrees to comply with all applicable provisions of Florida’s Deceptive and Unfair Trade Practices Act.

Independent Contractor Status:

It is expressly understood and agreed that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer/employee relationship. The Contractor is not entitled to workers’ compensation, benefits, or tax withholdings from the Client.

The Contractor is responsible for their own Florida business licensing, Unemployment Compensation, sales tax collection/remittance, and IRS self-employment taxes. Contractor acknowledges the provisions of Florida Statutes s. 440.02 and s. 443.1216.

Representations and Warranties:

The Contractor represents and warrants that their work will be original, non-infringing, and compliant with U.S. copyright laws.

The Contractor represents and warrants that they possess all necessary professional design licenses required by Florida law (if applicable) and that these licenses are valid and current.

Client Obligations:

The Client shall provide the Contractor with timely information, feedback, and material resources necessary for the completion of the project.

The Client shall provide prompt approval of design concepts and deliverables.

Liability and Indemnification:

The Contractor shall indemnify and hold harmless the Client from any claims arising out of the Contractor’s negligence or willful misconduct.

The Client shall not be liable for any consequential damages or loss of business opportunity arising from the Contractor’s work.

The limit of Contractor's liability is the total amount of compensation paid under this Agreement.

Insurance:

Option A: The Contractor shall maintain professional liability (errors & omissions) insurance with a minimum coverage of [Dollar Amount].

Option B: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

Option C: The Contractor is not required to maintain any specific insurance.

Amendments and Change Orders:

Any amendments to the deliverables, expanded scope, or change orders must be agreed upon in writing by both parties.

Pricing adjustments for change orders will be determined on a case-by-case basis.

Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, hurricane, or other natural disasters.

In the event of a force majeure event, the affected party shall promptly notify the other party and shall use reasonable efforts to mitigate the effects of the event. Delays due to Florida-specific weather events (e.g., hurricanes) will be managed by rescheduling affected milestones.

Term and Termination:

This Agreement shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.

Either party may terminate this Agreement upon [Number] days written notice to the other party.

In the event of early termination by the Client, the Client shall pay the Contractor for all work completed up to the date of termination. A termination fee of [Dollar Amount or Formula] may apply. Upon termination, the Contractor shall return all Client materials and completed intellectual property.

Dispute Resolution:

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation.

If negotiation fails, the parties agree to submit the dispute to mediation in [City, Florida].

If mediation fails, the parties agree to submit the dispute to binding arbitration in [City, Florida].

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any legal action shall be [County] County, Florida. Both parties waive the right to a jury trial.

Boilerplate 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.

Entire Agreement: 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.

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

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

Electronic Signature: Electronic signatures shall be accepted as valid and binding in accordance with Florida’s Uniform Electronic Transaction Act.

Compliance with Laws:

The Contractor shall comply with all applicable Florida and federal laws, including but not limited to local business tax receipts, state-required notifications (such as DBPR requirements for licensed interior designers), and federal employment eligibility (E-Verify, if applicable).

Audit Rights:

The Client reserves the right to audit or inspect Contractor’s business practices as required by client policies or regulatory agencies.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]