Georgia design independent contractor agreement template

Georgia Design Independent Contractor Agreement

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

• [Client Legal Name], with a principal place of business at [Client Address] ("Client"), and, if applicable, Georgia business registration number: [Client Business Registration Number]
• [Contractor Legal Name], with a principal place of business at [Contractor Address] ("Contractor"), and, if applicable, Georgia business registration number: [Contractor Business Registration Number]

1. Scope of Services

• Option A: Contractor shall provide the following design services to Client: [Detailed Description of Design Services]. This includes, but is not limited to, deliverables such as [List of Deliverables].
• Option B: Contractor shall provide design services as described in Exhibit A, attached hereto and incorporated by reference.
• Specific Design Phases: [List Design Phases, e.g., Concept, Design, Revisions, Final Approval]
• Revisions Allowed: [Number] revisions are permitted per design phase.
• Milestones: [List Key Milestones with Dates]
• Required Materials from Client: [List Materials Client Must Provide]
• Approval Process: Client shall review and approve designs within [Number] days of submission.
• Client Feedback Timeline: Client shall provide feedback within [Number] days of submission.

2. Work Location

• Option A: Work shall be performed remotely by Contractor.
• Option B: Work shall be performed on-site at Client's location at [Client Address].
• Option C: Work shall be performed in a hybrid model, with [Number] days per week on-site at [Client Address].
• Site Visits: Contractor may be required to make site visits to [Location] as reasonably requested by Client.
• Use of Client Facilities: Contractor shall have access to the following Client facilities: [List Facilities].
• Use of Client Tools/Technology: Contractor may use Client's [List Tools/Technology].
• Work Environment Compliance: Contractor shall comply with all applicable local zoning and access requirements at the work location.

3. Compensation and Payment

• Option A: Flat Fee: Client shall pay Contractor a flat fee of [Dollar Amount] for the completion of the services outlined in Section 1.
• Option B: Hourly Rate: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered. Contractor shall submit timesheets for approval.
• Option C: Per Deliverable: Client shall pay Contractor [Dollar Amount] per deliverable, as specified in Exhibit B, attached hereto and incorporated by reference.
• Option D: Retainer: Client shall pay Contractor a monthly retainer of [Dollar Amount] for [Number] hours of service per month.
• Invoice Procedures: Contractor shall submit invoices to Client on a [Frequency, e.g., monthly, bi-weekly] basis.
• Payment Schedule: Client shall pay invoices within [Number] days of receipt.
• Georgia Sales/Use Tax Obligations: Contractor is responsible for collecting and remitting all applicable Georgia sales/use taxes.
• Reimbursement of Approved Expenses: Client shall reimburse Contractor for pre-approved expenses, such as [List Examples, e.g., travel, software], upon submission of receipts.
• Late Payment Penalties: Late payments shall accrue interest at a rate of [Percentage]% per month.
• Acceptance of Electronic vs. Paper Payment Methods: Client may pay Contractor via [List Accepted Methods, e.g., ACH, check].

4. Intellectual Property

• Option A: Ownership of Design Work: All intellectual property rights in the design work created by Contractor shall be owned by Client.
• Option B: Licensing Terms: Contractor grants Client a [Specify License Type, e.g., perpetual, non-exclusive] license to use the design work for [Specify Purpose].
• Copyright Transfer: Contractor hereby assigns all right, title, and interest in and to the copyright of the design work to Client.
• Moral Rights Waiver: To the extent permitted by Georgia law, Contractor waives all moral rights in the design work.
• Usage Restrictions: Client may use the design work for [Specify Permitted Uses].
• Permissions for Portfolio Display: Contractor may display the design work in their portfolio with Client's written consent.
• Third-Party Intellectual Property Clearance: Contractor is responsible for clearing any third-party intellectual property rights necessary for the design work.

5. Confidentiality

• Contractor shall maintain the confidentiality of Client's trade secrets, business information, and unpublished designs.
• Duration of Confidentiality: This confidentiality obligation shall continue for [Number] years after the termination of this Agreement.
• Circumstances of Confidentiality: Contractor shall not disclose confidential information to any third party without Client's prior written consent, except as required by law.

6. Independent Contractor Status

• Contractor is an independent contractor and not an employee of Client.
• Contractor is responsible for all federal and Georgia state taxes, self-employment insurance, and regulatory registrations.
• Reference to Georgia DOL and DOR Standards: This relationship is intended to comply with the standards for independent contractor classification as defined by the Georgia Department of Labor and the Georgia Department of Revenue.
• Contractor controls the manner and means by which the services are performed.

7. Compliance and Permits

• Contractor is responsible for obtaining all necessary local permits, adhering to design industry compliance standards, and complying with all applicable building codes (if applicable).
• Professional Licensing: If the services require a professional license in Georgia (e.g., Registered Interior Designer), Contractor represents that they possess such license. [License Number]
• ADA Compliance: If applicable, Contractor is responsible for ensuring the design work complies with the Americans with Disabilities Act (ADA) as implemented in Georgia.

8. Indemnification and Insurance

• Contractor shall indemnify and hold Client harmless from any claims, damages, or liabilities arising from copyright infringement, errors and omissions, defective work, or personal injury on site (if applicable).
• Insurance Requirements:
  • Option A: Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].
  • Option B: Contractor provides a waiver of workers' compensation coverage.
  • Option C: Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

9. Acceptance of Design Work

• Client shall review the design work within [Number] days of submission.
• Scope of Permitted Revisions: Revisions shall be limited to addressing the specific feedback provided by Client.
• Sign-Off Process: Upon approval, Client shall provide written sign-off of the design work.
• Client's Right to Request Corrections: Client may request corrections to the design work within [Number] days of delivery.

10. Subcontracting

• Option A: Contractor may not subcontract any portion of the services without Client's prior written consent.
• Option B: Contractor may subcontract certain services, such as [List Services], with Client's prior written approval.
• Contractor is responsible for paying and ensuring the compliance of all subcontractors.

11. Termination

• Expiration: This Agreement shall expire on [Date].
• Early Termination Notice Period: Either party may terminate this Agreement upon [Number] days' written notice.
• Termination for Cause: Client may terminate this Agreement for cause, including material breaches, substandard work, or non-payment.
• Consequences of Termination: Upon termination, Contractor shall return all Client materials, deliver any partially completed work, and receive final payment for services rendered up to the date of termination.
• Compliance with Georgia Law: Termination shall comply with all applicable Georgia state laws regarding notice and wage payment.

12. Retention/Destruction of Client Property

Upon completion of the services, Contractor shall either return or destroy all Client property, original files, and backups, as directed by Client.

13. Dispute Resolution

• The parties shall first attempt to resolve any disputes through negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation or arbitration in [City, Georgia].
• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any legal action arising out of or relating to this Agreement shall be brought in the courts of Georgia.

14. Compliance with Laws

Contractor shall comply with all applicable Georgia and federal laws, rules, and regulations, including those related to business registration, design industry standards, data privacy, accessibility, and tax reporting.

15. Non-Solicitation and Non-Competition (Optional)

• Option A: Non-Solicitation: For a period of [Number] years following the termination of this Agreement, Contractor shall not solicit Client's employees or customers in [Geographic Area].
• Option B: Non-Competition: For a period of [Number] years following the termination of this Agreement, Contractor shall not engage in a business that competes with Client's business in [Geographic Area].

16. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, natural disasters, or government orders.

17. Representations and Warranties

Contractor represents and warrants that:

• The design work is original and does not infringe on the intellectual property rights of any third party.
• Contractor has the right to enter into this Agreement.
• Contractor shall comply with all applicable laws and licenses.

18. Amendment and Notice

• Any amendments to this Agreement must be in writing and signed by both parties.
• Notices shall be delivered to the addresses listed above or via email to [Client Email] and [Contractor Email], as permitted under Georgia 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 hereof.

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

____________________________

[Client Name]

[Client Title]

[Date]

____________________________

[Contractor Name]

[Contractor Title]

[Date]