Idaho creative independent contractor agreement template

Idaho Creative Independent Contractor Agreement

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

[Client Full Legal Name], residing at [Client Address], with contact information: Email: [Client Email], Phone: [Client Phone] (the “Client”)

and

[Contractor Full Legal Name], residing at [Contractor Address], with contact information: Email: [Contractor Email], Phone: [Contractor Phone] (the “Contractor”). The Contractor's Idaho Tax Identification Number is: [Contractor Idaho Tax ID].

Description of Services

Option A: The Contractor agrees to provide the following creative services to the Client: [Detailed Description of Creative Services, e.g., Graphic Design for a Website Redesign, including deliverable formats (PSD, AI, SVG), style guide adherence, and revision limits].

Option B: The Contractor agrees to provide services as described in Exhibit A, attached hereto and incorporated by reference.

Deliverables: [List of Deliverables and formats].

Quality Standards: [Detailed description of Quality Standards required].

Creative Directions: [Specification of Creative Directions, Style Guides, etc.].

Revision Limits: [Number of Revisions Allowed].

Project Scope: [Detailed Description of Project Scope].

Deadlines and Milestones:

Milestone 1: [Description] - Deadline: [Date]

Milestone 2: [Description] - Deadline: [Date]

Final Deadline: [Date]

Approval Process: [Description of the approval process between contractor and client].

Location and Equipment

Option A: Services will be performed remotely by the Contractor.

Option B: Services will be performed at the Client's premises located at [Client Premises Address]. The Client will provide the necessary equipment and workspace.

Option C: Services will be performed at [Specific Location].

Equipment Use: [Specification of equipment owned/used by each party].

Reimbursement for Costs: [Description of reimbursement terms for materials and production costs. Submit receipts to [Email/Address] for reimbursement.].

Client-Provided Assets: The Client will provide the following assets to the Contractor: [List of Assets].

Meeting Attendance: [Specification of expectations for attendance at meetings or events].

Compensation

Option A: The Client shall pay the Contractor a flat fee of [Dollar Amount] for the completion of the services described in Section 1.

Option B: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.

Option C: The Client shall pay the Contractor [Dollar Amount] per deliverable.

Payment Schedule:

Upfront Payment: [Percentage]% upon signing of this agreement.

Milestone Payments: [Dollar Amount] upon completion of each milestone.

Final Payment: [Dollar Amount] upon final delivery and approval.

Invoicing: The Contractor shall submit invoices to [Client Contact Person/Department] at [Client Email/Address] on a [Frequency, e.g., monthly] basis.

Required Documentation: [List of required documentation with invoices].

Idaho State Taxes: The Contractor is solely responsible for all applicable Idaho state taxes, including but not limited to Idaho gross income tax, and any applicable city or sales taxes. The Client will not withhold any taxes from payments to the Contractor.

Expense Reimbursement: The Contractor shall be reimbursed for reasonable and necessary out-of-pocket expenses upon presentation of supporting receipts. Pre-approval is required for expenses exceeding [Dollar Amount].

Ownership and Intellectual Property

Option A (Work Made for Hire): All work product created by the Contractor pursuant to this Agreement shall be considered "work made for hire" as defined by federal copyright law, and the Client shall own all right, title, and interest in and to such work product, including all copyrights.

Option B (Copyright Assignment): The Contractor hereby assigns to the Client all right, title, and interest in and to the work product created pursuant to this Agreement, including all copyrights.

Option C (Licensing): The Contractor retains copyright ownership of the work product but grants to the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the work product for [Specific Use, e.g., internal marketing purposes].

Usage Rights: [Detailed description of usage rights granted to the client].

Assignment/Licensing Terms: [Detailed terms for assignment or licensing of intellectual property].

Transfer/Reservation of Rights: [Detailed description of how rights are transferred or reserved].

Confidentiality

The Contractor acknowledges that during the course of this engagement, they may have access to confidential and proprietary information of the Client, including but not limited to trade secrets, business plans, customer lists, and financial information. The Contractor agrees to hold such information in strict confidence and not to disclose it to any third party without the Client's prior written consent. This includes creative concepts and unpublished content.

The obligations of confidentiality under this Section shall survive the termination of this Agreement.

Independent Contractor Status

The Contractor is an independent contractor and not an employee, agent, or partner of the Client. As defined by Idaho law, including Idaho Code §44-2403, the Contractor retains sole discretion in the means and methods of fulfilling this agreement.

The Contractor is solely responsible for all self-employment taxes, insurance (including general liability, professional liability/E&O insurance, and workers' compensation for any subcontractors), payroll, and tax filings.

The Contractor is responsible for complying with all applicable state and local business licensure requirements.

The Contractor is responsible for compliance with all federal contracting requirements, if applicable.

Creative Control and Direction

The Client shall have the right to provide creative direction and feedback to the Contractor.

The Contractor shall incorporate the Client's feedback to the extent reasonably practicable.

Review Protocols: [Detailed description of review protocols].

Additional Compensation: Any changes to the scope of work that require additional time or resources from the Contractor may result in additional compensation, as agreed upon in writing by both parties.

Breach and Liability

The Contractor shall be responsible for any damages arising from their breach of this Agreement, including but not limited to third-party intellectual property infringement, missed deadlines, or failure to deliver services according to the agreed-upon creative standards.

The Client shall be responsible for any damages arising from their breach of this Agreement, including but not limited to unauthorized use of deliverables.

Remedies: [Description of remedies for breach of contract].

Indemnification: The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's performance of this Agreement.

Termination

This Agreement shall terminate upon the completion of the services described in Section 1.

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

The Client may terminate this Agreement immediately if the Contractor materially breaches this Agreement.

Obligations Upon Termination: Upon termination of this Agreement, the Contractor shall deliver to the Client all pending work and return all Client materials. The Client shall pay the Contractor for all services performed up to the date of termination.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, or arbitration in Idaho, before resorting to court action.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.

Jurisdiction: Any legal action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction in Idaho.

Non-Solicitation and Non-Competition

Option A: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit the Client's employees or customers.

Option B: The Contractor agrees not to engage in any business or activity that is directly competitive with the Client's business within a [Radius] mile radius of [City, Idaho] for a period of [Number] months following the termination of this Agreement.

Note: These clauses are enforceable under Idaho law as long as they are reasonable in scope and duration.

Conflict of Interest

The Contractor shall disclose to the Client any potential conflicts of interest that may arise during the course of this engagement.

Subcontracting: The Contractor shall not subcontract any portion of the services described in Section 1 without the Client's prior written consent.

Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations in the performance of this Agreement, including but not limited to Idaho business registration requirements and any industry-specific regulations.

The Contractor confirms they have a valid assumed business name filing, if applicable.

The Contractor confirms they have applicable local permits, if required.

Data Protection and Security

The Contractor shall implement reasonable data protection and security measures to protect the Client's confidential information and data.

Backup, Delivery, and Destruction Protocols: [Detailed description of backup, delivery, and destruction of digital files].

Professional Standards

The Contractor shall maintain professional standards and adhere to recognized creative industry codes of conduct.

Continuing Education Requirements: [Description of any requirements for continuing education].

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.

Amendment

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 Full Legal Name]

____________________________

[Contractor Full Legal Name]