Idaho design independent contractor agreement template

Idaho Design Independent Contractor Agreement

This Idaho 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], hereinafter referred to as "Client,"
• and
• [Designer Legal Name], with a principal place of business at [Designer Address], hereinafter referred to as "Designer."

Recitals:

• WHEREAS, Client desires to engage Designer to provide design services; and
• WHEREAS, Designer desires to provide such services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Services

• Designer shall provide the following design services to Client: [Detailed description of design services, e.g., graphic design for marketing materials, web design, brand identity development, architectural concepting, CAD drawings, product/packaging design.]
• List all phases of the project:
  • Concept Development
  • Revisions
  • File Handover
  • User Testing
  • [Other Phases]
• Deliverables shall be provided in the following formats: [List deliverable formats, e.g., vector files, PSDs, prototypes, print-ready artwork].
• Option A: Design services shall adhere to the following standards and guidelines: [Specify brand guidelines, aesthetic requirements, design standards].
• Option B: No specific design standards apply.
• Iteration limits: [Number] revisions per phase.

2. Project Timeline and Milestones

• The project timeline and milestones are as follows:
• Milestone 1: [Milestone Description]; Deadline: [Date]
• Milestone 2: [Milestone Description]; Deadline: [Date]
• Milestone 3: [Milestone Description]; Deadline: [Date]
• Approval Procedures: [Describe the approval process]

3. Work Method

• Option A: Designer will perform services remotely.
• Option B: Designer will perform services on-site at [Client Location].
• Designer shall attend meetings with Client:
  • Option A: As needed.
  • Option B: [Frequency].
• Required Communication Tools: [List tools, e.g., email, Slack, Zoom].
• Frequency of project updates: [Frequency, e.g., daily, weekly].
• Client will provide Designer with access to the following assets: [List assets].
• Secure file transfer protocol: [Describe the protocol, e.g., SFTP, encrypted email].

4. Compensation

• Option A: Hourly Rate: $[Amount] per hour.
• Option B: Flat Fee: $[Amount] for the entire project.
• Option C: Retainer: $[Amount] per [Time Period, e.g., month].
• Option D: Per Milestone: [Specify payment amount for each milestone].
• Invoicing Schedule: [Frequency, e.g., bi-weekly, monthly, upon completion of milestones].
• Sales Tax: [Specify whether Idaho sales tax applies and who is responsible for collecting/remitting it].
• Reimbursable Expenses: [List expenses, e.g., printing, stock photos, fonts, software licenses]. These must be pre-approved in writing by Client.

5. Intellectual Property

• Option A: Full copyright assignment to Client upon payment.
• Option B: Limited license granted to Client for [Specify usage rights].
• Option C: Work-for-hire status.
• Designer retains the right to use the work in their portfolio.
• Designer retains ownership of pre-existing tools and templates.

6. Confidentiality

• Designer agrees to hold Client's proprietary information confidential.
• Confidential information includes: [List examples of confidential information, e.g., business plans, client lists, unpublished designs].
• Upon termination, Designer will return or destroy all Client property.

7. Independent Contractor Status

• Designer is an independent contractor and not an employee of Client.
• Designer is responsible for paying all federal, state, and local taxes, including Idaho income tax and self-employment tax.
• Designer is not entitled to Idaho workers' compensation, Social Security, or unemployment benefits.
• Designer shall maintain appropriate business insurance: [Specify types of insurance, e.g., errors and omissions, general liability].
• Designer shall secure all necessary Idaho or municipal business licenses.

8. Change Orders

• Any changes to the scope of services must be documented in a written change order signed by both parties.
• Additional fees may apply for out-of-scope work.

9. Liability

• Remedies for breach: [Specify remedies, e.g., correction of defects, monetary damages].
• Designer's indemnification obligations: [Describe indemnification terms].
• Monetary limit of liability: $[Amount].

10. Termination

• Either party may terminate this Agreement with [Number] days written notice.
• Upon termination, Client shall pay Designer for all work performed up to the date of termination.
• Designer shall deliver all completed work to Client upon termination.

11. Dispute Resolution

• The parties agree to first attempt to resolve any disputes through negotiation.
• If negotiation fails, the parties agree to participate in voluntary mediation or arbitration in [City, Idaho].
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. The venue for any legal action arising out of this Agreement shall be in [County], Idaho.

12. Compliance with Laws

Designer shall comply with all applicable federal, state, and local laws, including Idaho sales tax regulations (if applicable) and any relevant local ordinances.

13. Miscellaneous

• Assignment: This Agreement may not be assigned by either party without the written consent of the other party.
• Subcontracting: Designer may not subcontract any portion of the services without Client's prior written consent.
• Non-Solicitation: Designer agrees not to solicit Client's employees for a period of [Number] years after termination of this agreement.
• Client Obligations: Client shall provide timely feedback and approvals.
• 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, war, strikes, or governmental regulations.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Merger and Integration: 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 written instrument signed by both parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Counterparts/Electronic Signature: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.

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

____________________________

[Client Legal Name]

By: [Client Representative Name], [Client Representative Title]

____________________________

[Designer Legal Name]

By: [Designer Name], [Designer Title]