Hawaii creative independent contractor agreement template

Hawaii Creative Independent Contractor Agreement

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

[Client Legal Name], a [Client Entity Type, e.g., Hawaii Corporation], with its principal place of business at [Client Address] (“Client”),

and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Hawaii Sole Proprietorship or LLC], with its principal place of business at [Contractor Address] and, if applicable, its Hawaii Business Registration Number [Hawaii Business Registration Number] (“Contractor”).

1. Scope of Services

The Contractor agrees to provide the following creative services to the Client (the “Services”):

Option A: [Detailed description of services, e.g., Creation of a brand identity package including logo design, color palette, and typography guidelines.] Specific deliverables include [list of deliverables, e.g., a high-resolution logo in vector format, a brand style guide in PDF format].

Option B: [Alternative description of services, e.g., Photography services for Client's product catalog.] The scope includes [details, e.g., on-location photography, retouching, and delivery of high-resolution images].

Option C: Other: [Description of services]

Deliverables will be in [format, e.g., digital format, physical prints] and shall adhere to the following style guide: [Style Guide, e.g., Attached style guide document or website link]. Intermediate drafts/project milestones will be delivered on [schedule/dates]. The final deadline for completion of the Services is [Date].

2. Submission Requirements

The Contractor will submit deliverables to the Client using the following method:

Option A: Via [Digital Platform, e.g., Dropbox, Google Drive]. The Contractor will create a shared folder accessible to the Client at [Folder Link/Instructions].

Option B: Via email to [Client Email Address]. File format must be [File format, e.g., .jpg, .pdf].

Option C: Physical delivery to [Client Address].

Option D: Other: [Specific submission instructions]

3. Work Location & Materials

The Services will be performed:

Option A: Remotely.

Option B: On-site at [Client Address].

Option C: Hybrid – [Specify details, e.g., Contractor will work remotely for the design phase and on-site for the photo shoot.]

The Client will provide the following materials to the Contractor: [List of materials, e.g., product samples, access credentials to Client's website, software licenses]. Ownership of these materials remains with the Client and shall be returned to the Client upon completion of the Services. The contractor is responsible for the security and safe keeping of these materials while in their possession.

4. Compensation

The Client will compensate the Contractor as follows:

Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the complete Services.

The payment schedule is as follows: [Payment schedule, e.g., 50% upon signing this Agreement, 50% upon completion of the Services.]

Option B: Hourly Rate: [Dollar Amount] per hour.

Contractor will submit invoices to the Client on a [Frequency, e.g., weekly, bi-weekly] basis, detailing the hours worked.

Option C: Per Deliverable: [Dollar Amount] per [Deliverable Type, e.g., logo design, blog post].

Option D: Other: [Describe compensation model].

All invoices must include the Contractor's Hawaii General Excise Tax (GET) number and the GET amount. The Contractor is responsible for filing and paying their own GET. Invoices are to be submitted to [Invoice Submission Email]. The Client will remit payment within [Number] days of receipt of a valid invoice. Contractor is responsible for all income taxes and self-employment taxes.

5. Intellectual Property

Option A: Work Made for Hire: All copyright and other intellectual property rights in the work product created by the Contractor under this Agreement shall be deemed "work made for hire" as defined in the U.S. Copyright Act and shall be owned exclusively by the Client.

Option B: Assignment of Rights: The Contractor hereby assigns to the Client all copyright and other intellectual property rights in the work product created by the Contractor under this Agreement.

Option C: License: The Contractor retains ownership of the copyright and other intellectual property rights in the work product, but grants to the Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the work product for [Purpose, e.g., Client's marketing purposes].

The Contractor retains the right to display the completed work in their portfolio for promotional purposes, subject to Client's approval, which shall not be unreasonably withheld. The Client shall provide appropriate credit to the Contractor in connection with the use of the work product, as follows: [Credit Line].

6. Confidentiality

The Contractor agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such Confidential Information to any third party without the Client's prior written consent. "Confidential Information" includes, but is not limited to, [Define confidential information, e.g., Client's business plans, customer lists, financial information]. This obligation shall survive the termination of this Agreement. Contractor agrees to comply with the Hawaii Uniform Trade Secrets Act.

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Contractor is responsible for all applicable taxes, including Hawaii GET and self-employment taxes. Contractor confirms they are exempt from Hawaii workers' compensation coverage as an independent contractor. Contractor is responsible for obtaining and maintaining their own insurance coverage.

8. Warranty and Indemnification

The Contractor warrants that the work product created under this Agreement is original and does not infringe upon the intellectual property rights of any third party. The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, damages, and expenses arising out of a breach of this warranty. The Client is responsible for ensuring that any materials provided to the Contractor do not infringe on the intellectual property rights of any third party and will indemnify the Contractor against any such claims.

9. Feedback and Revisions

The Client will provide feedback to the Contractor within [Number] days of receiving each deliverable. The Contractor will incorporate the Client's feedback and provide revised deliverables within [Number] days of receiving the feedback. The Contractor will provide a maximum of [Number] rounds of revisions without additional charge. Any additional revisions will be subject to an additional fee of [Dollar Amount] per revision.

10. Third-Party Materials

The Contractor is responsible for obtaining all necessary licenses for any third-party materials used in the work product, including stock images, music, and fonts. The Client is responsible for any licensing fees associated with the use of such materials. All third-party materials will be properly attributed.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, natural disasters (including hurricanes, lava flows, and tsunamis), war, or government regulations.

12. Termination

This Agreement may be terminated by either party upon [Number] days written notice to the other party. Upon termination, the Client will pay the Contractor for all work completed and expenses incurred up to the date of termination. The Contractor will deliver all work-in-progress to the Client. All confidential materials shall be returned to the respective owner.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Hawaii]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City, Hawaii] in accordance with the rules of the American Arbitration Association. The laws of the State of Hawaii shall govern this Agreement.

14. Insurance

The Contractor shall maintain [Type of Insurance, e.g., general liability, professional liability] insurance with coverage of at least [Dollar Amount]. The Contractor shall provide proof of insurance to the Client upon request.

15. Compliance with Laws

The Contractor shall comply with all applicable laws and regulations of the State of Hawaii, including but not limited to Hawaii's unfair and deceptive practices law.

16. Data Privacy

[Include clauses regarding data privacy and digital content regulations unique to Hawaii, if relevant]

17. Publicity

The Contractor may list the Client and project in their portfolio, subject to the Client's prior written approval.

18. Assignment and Subcontracting

The Contractor [may/may not] subcontract any portion of the Services. If subcontracting is permitted, the Contractor must obtain the Client's prior written approval.

19. Severability

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

20. 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.

21. Amendments

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

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

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]