Illinois design independent contractor agreement template

Illinois Design Independent Contractor Agreement

This Illinois 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
• [Contractor Legal Name], with a principal place of business at [Contractor Address], hereinafter referred to as “Contractor.”

1. Services

The Contractor agrees to provide the following design services to the Client:

• Option A: Graphic Design Services, including:
• Logo design and branding
• Marketing collateral design (brochures, flyers, social media graphics)
• Website design
• Option B: UI/UX Design Services, including:
• Wireframing and prototyping
• User interface design
• Usability testing
• Option C: Industrial Design Services, including:
• Product design and development
• 3D modeling and rendering
• Prototyping
• Option D: Architectural Drafting Services, including:
• Construction documents
• As-built drawings
• Permit sets

The specific project scope includes: [Detailed Project Scope Description].

Required deliverables: [List of Deliverables, e.g., Vector files, Mockups, Print-ready assets]. File Formats: [File Formats].

Project milestones are outlined as follows: [Project Milestones and Deadlines].

Quality standards: [Specific Quality Standards for Deliverables].

Review and approval cycles: [Review/Approval Process and Timelines].

2. Compensation

The Client shall compensate the Contractor as follows:

• Option A: Flat Fee: A flat fee of [Amount] for the completion of the Services.
• Option B: Hourly Rate: An hourly rate of [Amount] per hour worked.
• Option C: Per Deliverable: [Amount] per [Deliverable Type].
• Option D: Retainer: A retainer of [Amount] per [Time Period].

Sales tax treatment: [Applicable Illinois Sales Tax Information, if any].

Invoicing frequency: [Invoicing Frequency, e.g., Monthly, Upon Completion].

Payment deadline: [Number] days from the date of the invoice.

Method of payment: [Payment Method, e.g., Check, Electronic Transfer].

Reimbursement of pre-approved project expenses: [Expense Reimbursement Policy].

Consequences of late or nonpayment: [Late Payment Penalties and Collection Procedures, compliant with Illinois law].

3. Location and Equipment

• Option A: Remote work.
• Option B: Onsite at [Client Location].
• Option C: Designated Illinois Location: [Specific Address].

Client Equipment/Facility Access: [Access Requirements and Procedures].

Use and return of confidential material, software licenses, or physical assets: [Policy on Use and Return of Client Assets].

4. Intellectual Property

• Option A: Work for Hire: All deliverables shall be considered "work for hire" under U.S. copyright law and all rights, title, and interest in and to the deliverables shall vest in the Client.
• Option B: Assignment of Rights: Contractor hereby assigns to Client all rights, title, and interest in and to the deliverables, including all copyrights.
• Option C: License-back to Contractor: Contractor retains a non-exclusive license to use the deliverables in its portfolio for self-promotion.

Moral rights waiver: Contractor waives all moral rights in the deliverables, to the extent permitted by law.

Copyright Registration: [Responsibility for Copyright Registration, if applicable].

5. Confidentiality and Data Protection

The Contractor agrees to hold all Client confidential information in strict confidence.

Confidential information includes: [Definition of Confidential Information, e.g., Proprietary visual assets, Client data, Trade secrets].

Compliance with privacy laws relevant to Illinois: [Reference to Applicable Illinois Privacy Laws].

6. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. This is not an employment contract.

Reference to Illinois' standards for determining independent contractor status: [Reference to Illinois ABC test and relevant IRS/IDOR factors].

Responsibility for self-employment taxes, business registration, and insurance compliance: The Contractor is responsible for all self-employment taxes and maintaining proper business registration and insurance as required by Illinois law.

Exclusion from client benefits: The Contractor is not entitled to any employee benefits offered by the Client.

7. Project Feedback and Acceptance

Client feedback process: [Process for Providing Feedback].

Revision limits: [Number of Revisions Included].

Criteria for project acceptance: [Specific Acceptance Criteria].

8. File Retention

The Contractor shall maintain and archive all design files for a period of [Number] years post-project.

9. Termination

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

Billing for completed work: The Contractor shall be compensated for all work completed up to the date of termination.

Transition support: [Plan for Transition of Work in Progress].

Project cancellation or pause: [Protocol for Handling Project Cancellation or Suspension by Client].

10. Liability and Indemnification

The Contractor shall be liable for design errors, unintentional IP infringement, delay, or breach, subject to the limitations set forth in Illinois law.

Indemnification: [Indemnification Clause, compliant with Illinois law].

11. Insurance

Insurance requirements: [Insurance Requirements, e.g., Professional Liability, General Liability].

12. Non-Solicitation and Non-Competition

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months thereafter, the Contractor shall not solicit any employees or clients of the Client.
• Option B: Non-Competition: Compliance with Illinois’ specific restrictions on non-compete agreements under the Illinois Freedom to Work Act. [Specific Non-Competition Terms, if applicable, and compliant with Illinois law including minimum earnings thresholds].

13. Dispute Resolution

Procedures for resolving disputes: [Requirement for Good-Faith Negotiation and Mediation Before Arbitration or Litigation].

Governing law and venue: This Agreement shall be governed by the laws of the State of Illinois, and any disputes shall be resolved in the state courts of [Illinois County Name] County, Illinois.

14. Compliance with Laws

Compliance with all applicable Illinois statutes, codes, and local ordinances.

Licensing requirements: [Statement Regarding Licensing Requirements, if applicable].

Consent for use of electronic signatures per Illinois’ Electronic Commerce Security Act.

15. Tax Matters

Required Federal and Illinois state tax forms: W-9 for Contractor, 1099-NEC reporting obligations for Client.

Assignment of tax compliance duties: The Contractor is solely responsible for all tax compliance obligations.

16. Client-Supplied Materials

Policies for handling client-supplied materials, property, or confidential information in accordance with Illinois bailment law: [Detailed Policy].

17. Portfolio Rights

Contractor's right to include the project in portfolios or for self-promotion, unless expressly prohibited by Client. Subject to reasonable limitations on confidentiality or timing.

18. Amendments

Updates to contract terms or scope by written amendment only, signed by both parties.

19. Inclusions and Exclusions

Express itemization of all inclusions and exclusions in project scope, deliverable definitions, and post-project support. [Detailed List of Inclusions and Exclusions].

20. Additional Regulations

Incorporation of any additional sector-specific regulations or recommendations issued by relevant Illinois professional or business associations. [Specific Regulations or Recommendations, if applicable].

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]