Illinois creative independent contractor agreement template

Illinois Creative Independent Contractor Agreement

This Illinois Creative Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Client Legal Name], with a mailing address of [Client Mailing Address], phone number [Client Phone Number], and email address [Client Email Address] ("Client"), and [Contractor Legal Name], with a mailing address of [Contractor Mailing Address], phone number [Contractor Phone Number], and email address [Contractor Email Address] ("Contractor").

WHEREAS, Client desires to engage Contractor as an independent contractor to perform certain creative services; and

WHEREAS, Contractor desires to perform such creative services for Client as an independent contractor.

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

1. Services

Contractor agrees to provide the following creative services to Client: [Detailed Description of Creative Services], including but not limited to:

• Option A: Graphic Design
  • Deliverables: [Specific Graphic Design Deliverables]
• Option B: Illustration
  • Deliverables: [Specific Illustration Deliverables]
• Option C: Copywriting
  • Deliverables: [Specific Copywriting Deliverables]
• Option D: Photography
  • Deliverables: [Specific Photography Deliverables]
• Option E: Web Development
  • Deliverables: [Specific Web Development Deliverables]
• Option F: Branding
  • Deliverables: [Specific Branding Deliverables]
• Option G: Marketing Strategy
  • Deliverables: [Specific Marketing Strategy Deliverables]
• Option H: Audiovisual Content Creation
  • Deliverables: [Specific Audiovisual Content Creation Deliverables]

Detailed Scope: [Detailed Scope of Work, Including Project Objectives, Aesthetic/Branding Requirements, Milestones, Deadlines, Review/Approval Periods, Technical Standards]

2. Location of Work

• Option A: Remote
• Option B: Onsite in Illinois at [Client's Address or Other Location]
  • Access to Client Facilities: [Details of Access, Required Use/Return of Materials/Equipment, Safe Handling Procedures]
• Option C: Hybrid (Specify Remote and Onsite Requirements): [Details of Hybrid Arrangement]

3. Compensation

• Option A: Hourly Rate: [Hourly Rate]
• Option B: Per Deliverable: [Fee per Deliverable and List of Deliverables]
• Option C: Retainer: [Retainer Amount and Scope of Work Covered by Retainer]
• Option D: Milestone-Based: [Milestones and Payment Amounts for Each Milestone]

Payment Schedule: [Payment Schedule Details]

Billing/Invoicing Requirements: [Specific Billing/Invoicing Requirements, Including Sales Tax Considerations Under Illinois Law]

Reimbursable Expenses: [Details Regarding Reimbursable Expenses, Including Travel, Materials, and Third-Party Licensing]

Late Payment Policy: Late payments will be subject to interest at the rate allowed by the Illinois Prompt Payment Act.

4. Intellectual Property

• Option A: Work Made for Hire: All deliverables created by Contractor under this Agreement shall be considered "works made for hire" as defined under the United States Copyright Act, and Client shall own all right, title, and interest in and to such deliverables, including all copyrights.
• Option B: Assignment: Contractor hereby assigns to Client all right, title, and interest in and to the deliverables created under this Agreement, including all copyrights.
• Option C: Licensing: Contractor grants Client a [Type of License: e.g., exclusive, non-exclusive, perpetual] license to use the deliverables created under this Agreement for [Specific Permitted Uses].

Copyright Attribution: [Details Regarding Copyright Attribution, if Required]

Waiver of Moral Rights: To the extent permitted by law, Contractor hereby irrevocably waives all moral rights relating to the deliverables.

5. Confidentiality

Contractor agrees to hold Client's Confidential Information in strict confidence and not to disclose it to any third party. Confidential Information includes, but is not limited to: [List of Confidential Information, e.g., Client Briefs, Working Concepts, Proprietary Business Information, Unpublished Work].

Duration of Confidentiality: [Duration of Confidentiality Obligation]

Exclusions: This confidentiality obligation shall not apply to information that: (a) is or becomes publicly available through no fault of Contractor; or (b) was already known to Contractor prior to its disclosure by Client.

6. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

Contractor is responsible for paying all applicable federal and Illinois state taxes, including self-employment taxes, Unemployment Insurance, and Workers' Compensation.

Contractor is responsible for obtaining any necessary business registration or licensing required to perform creative services in Illinois.

7. Compliance with Laws

Contractor shall comply with all applicable Illinois laws, municipal regulations, and local ordinances regarding business conduct, taxation, and required permits, including, where applicable, the City of Chicago freelance/independent contractor ordinances.

8. Subcontractors

Contractor shall not use subcontractors or assistants without Client's prior written approval.

Contractor is responsible for ensuring that all subcontractors comply with the intellectual property and confidentiality provisions of this Agreement.

9. Liability and Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) Contractor's breach of this Agreement;
• (b) Contractor's negligence or willful misconduct;
• (c) Any claim that the deliverables infringe upon the intellectual property rights of a third party.
• (d) Personal injury or property damage occurring in the course of onsite work.

This indemnification obligation is subject to the limits on enforceability of indemnity agreements under Illinois contract law.

10. Client Review and Revision Process

Client is entitled to [Number] revisions of the deliverables.

Additional revisions beyond the stated limit will be subject to additional charges at a rate of [Rate] per hour.

Client shall provide feedback on the deliverables within [Number] days of receipt.

Disputes regarding creative direction will be resolved through [Describe Dispute Resolution Process].

11. Termination

This Agreement shall terminate upon completion of the Services.

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

Client may terminate this Agreement immediately for material breach by Contractor.

Upon termination, Contractor shall deliver to Client all work in progress and any unused materials provided by Client.

Final Compensation: Upon termination, Client shall pay Contractor for all services performed and expenses incurred up to the date of termination.

Unused Deposits: Any unused deposits or prepaid fees shall be handled in accordance with Illinois law.

12. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through direct negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Illinois].

If mediation is unsuccessful, the parties may pursue arbitration in [City, Illinois] or litigation in the state and federal courts located in Illinois.

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. The venue for any legal action shall be in [County], Illinois.

13. Insurance

• Option A: Contractor shall maintain general liability insurance with a minimum coverage of [Amount].
• Option B: Contractor shall maintain professional liability (errors and omissions) insurance with a minimum coverage of [Amount].

14. Non-Solicitation/Non-Competition (Consult with an Illinois attorney regarding enforceability)

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit any of Client's employees or customers.
• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months following its termination, within [Geographic Area], Contractor shall not engage in [Description of Prohibited Activities].

15. Compliance with Laws (Continued)

Contractor shall comply with all applicable Illinois and US anti-discrimination, accessibility, and data privacy laws.

Contractor shall only use legally obtained media, fonts, and other IP assets in the deliverables.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, fire, floods, or strikes.

17. 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.

18. Amendment

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

19. Authority

Each party represents and warrants that it has the authority to enter into this Agreement.

20. Exhibits

The following exhibits are attached to and incorporated into this Agreement: [List of Exhibits, e.g., Scope of Work, Project Schedule, Technical Specifications].

21. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

22. Record Retention

Contractor shall retain records relating to the services provided under this agreement in accordance with Illinois law.

23. Portfolio Rights

Contractor may use the deliverables for self-promotion and portfolio purposes, subject to Client's confidentiality obligations and publication embargo, if any. Specific attribution details: [Details of Attribution/Portfolio Rights]

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]