Hawaii design independent contractor agreement template

Hawaii Design Independent Contractor Agreement

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

[Client Full Legal Name], residing at [Client Hawaii Mailing Address], with phone number [Client Phone Number] and email address [Client Email Address] (hereinafter referred to as “Client”),

and

[Contractor Full Legal Name], residing at [Contractor Hawaii Mailing Address], with phone number [Contractor Phone Number] and email address [Contractor Email Address] (hereinafter referred to as “Contractor”).

1. Scope of Services

Option A: General Description

Contractor agrees to provide the following design services to Client: [Detailed Description of Design Services, e.g., graphic design, interior design, UI/UX, landscape, architectural, or industrial design].

Option B: Specific Deliverables

Contractor will deliver the following: [List of Specific Deliverables, e.g., sketches, digital files, prototypes, render-ready assets] in [Required Formats] using [Software or Platforms to be Used]. All work shall adhere to the following style and branding guidelines: [Style/Branding Guidelines]. Standards for completion and revisions are: [Completion and Revision Standards].

Option C: Project Milestones and Deadlines

The project will proceed according to the following milestones and deadlines: [List of Project Milestones and Deadlines]. Progress reporting requirements are: [Reporting Requirements]. Approval steps for interim and final deliverables are: [Approval Steps].

2. Work Location

Option A: Onsite

Contractor will perform services onsite at [Client's Address or Specific Location in Hawaii]. Contractor is expected to have access to the following resources: [List of Resources].

Option B: Remote

Contractor will perform services remotely.

Option C: Hybrid

Contractor will perform services both onsite and remotely as needed. Onsite work will be performed at [Client's Address or Specific Location in Hawaii].

3. Compensation

Option A: Hourly Rate

Client will pay Contractor an hourly rate of [Hourly Rate] per hour.

Option B: Flat Fee

Client will pay Contractor a flat fee of [Flat Fee Amount] for the entire project.

Option C: Milestone Payments

Client will pay Contractor according to the following milestone payment schedule: [Milestone Payment Schedule].

Option D: Retainer

Client will pay Contractor a retainer of [Retainer Amount] per [Time Period].

Invoicing and Payment

Contractor will submit invoices [Invoicing Frequency, e.g., weekly, bi-weekly, monthly]. Client will make payment within [Number] days of invoice receipt. All payments are subject to Hawaii General Excise Tax (GET), which will be [GET Rate, e.g., 4.712%] and is [Included or Added] to each invoice. Late payments will incur a penalty of [Late Payment Penalty, e.g., 1.5% per month].

4. Expenses

Option A: Reimbursable Expenses

Client will reimburse Contractor for reasonable and necessary out-of-pocket expenses, including [List of Reimbursable Expenses, e.g., materials, travel, permit fees].

Option B: No Reimbursement

Client will not reimburse Contractor for any expenses.

Expense Submission and Approval

Contractor will submit expense reports with receipts [Expense Submission Frequency]. Client approval is required before reimbursement.

5. Ownership and Intellectual Property

Option A: Client Ownership

Upon full payment, all rights, title, and interest, including copyright, in and to the work product created by Contractor under this Agreement will vest exclusively in Client.

Option B: Contractor Retained Rights

Client will have [Specific Usage Rights] to the work product. Contractor retains ownership of all copyrights and other intellectual property rights, subject to Client’s usage rights.

Copyright Registration

The Client [Will/Will Not] register the copyright of the work produced under this agreement in Hawaii or federally.

6. Confidentiality

Confidential Information

Contractor agrees to hold all Client confidential information, including [List of Confidential Information], in strict confidence. Client agrees to hold all Contractor confidential information, including [List of Contractor Confidential Information], in strict confidence.

Non-Disclosure

Contractor will not disclose any confidential information to any third party without Client’s prior written consent, and will comply with all local privacy laws regarding confidential commercial data in Hawaii.

7. Independent Contractor Status

Independent Contractor

Contractor is an independent contractor and not an employee of Client.

Taxes and Benefits

Contractor is solely responsible for paying all federal, Hawaii state, and local taxes, including General Excise Tax (GET). Contractor is responsible for acquiring and maintaining a Hawaii GE license. Contractor is not entitled to any employee benefits.

8. Subcontractors

Option A: Allowed

Contractor may use assistants or subcontractors, provided that all such personnel comply with applicable Hawaii licensing requirements (e.g., C-13 license for design-related construction trades).

Option B: Not Allowed

Contractor may not use assistants or subcontractors without Client’s prior written consent.

9. Liability and Indemnification

Liability

Contractor will be liable for damages resulting from delay, non-performance, or design errors.

Indemnification

Contractor agrees to indemnify and hold Client harmless from any claims or damages arising from Contractor’s work, including infringement of others’ rights. Contractor maintains [Insurance Type] insurance with minimum coverage of [Coverage Amount]. Contractor will correct any defective services or deliverables.

10. Termination

Termination for Cause

Client may terminate this Agreement for cause upon [Number] days’ written notice.

Termination for Convenience

Client may terminate this Agreement for convenience upon [Number] days’ written notice.

Contractor's Right to Cure

Contractor has [Number] days to cure any breach before termination becomes effective.

Handover of Work

Upon termination, Contractor will handover all work-in-progress to Client. Final payment and expense reconciliation will be completed within [Number] days.

11. Force Majeure

Force Majeure Events

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including hurricanes, volcanic events, or other acts of God.

12. Governing Law and Dispute Resolution

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the State of Hawaii.

Dispute Resolution

Any disputes arising under this Agreement will be resolved through negotiation and, if necessary, mediation or arbitration in Hawaii, utilizing the Dispute Resolution Centers of Hawaii if available.

13. Notices

Notice

All notices under this Agreement must be in writing and delivered by [Acceptable Forms of Notice Delivery, e.g., physical mail, email].

14. Compliance with Laws

Compliance

Contractor will comply with all applicable Hawaii state, county, and city regulations, including building permitting requirements, local licensing, and ethical guidelines for design practice in Hawaii. Contractor will address the use of Native Hawaiian traditional knowledge or motifs, and the need for cultural consultation or community approvals where applicable.

15. Miscellaneous

Contact Information Update

Both parties agree to update their contact information promptly.

Amendment

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

Entire Agreement

This Agreement constitutes the entire agreement between the parties.

Assignment and Non-Waiver

This Agreement may not be assigned by either party without the other party’s written consent. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.

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

____________________________

[Client Full Legal Name]

____________________________

[Contractor Full Legal Name]