Indiana creative independent contractor agreement template

Indiana Creative Independent Contractor Agreement

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

[Client Legal Name or DBA], located at [Client Indiana Business Address], and if applicable, registered with the Indiana Secretary of State under entity number [Client SOS Entity Number] (“Client”), and

[Contractor Legal Name or DBA], located at [Contractor Indiana Business Address], and if applicable, registered with the Indiana Secretary of State under entity number [Contractor SOS Entity Number] (“Contractor”).

Scope of Services

Option A: The Contractor shall provide the following creative services to the Client: [Detailed Description of Services, e.g., graphic design for marketing materials, including logo design, brochure layout, and social media graphics].

Option B: The services to be provided under this agreement are further detailed in Exhibit A, attached hereto and incorporated by reference.

Deliverables: The Contractor shall deliver the following: [Itemized list of deliverables, e.g., five logo design concepts, a 12-page brochure layout, and 10 social media graphics].

Creative Standards: All deliverables shall meet the following creative standards: [Description of creative standards, e.g., consistent with Client's brand guidelines, original and unique designs, high-resolution graphics].

Technical Formats: All deliverables shall be provided in the following technical formats: [List of technical formats, e.g., .AI, .PDF, .JPEG, .PNG].

Milestones: The project will be completed in accordance with the following milestones: [List of milestones, e.g., Logo concepts delivered by [Date], Brochure layout delivered by [Date], Social media graphics delivered by [Date]].

Performance Criteria: Performance will be evaluated based on the following criteria: [List of performance criteria, e.g., Timely delivery, adherence to specifications, client satisfaction].

Draft Approval Process: The draft approval process is as follows: [Description of draft approval process, e.g., Contractor submits drafts to Client for review, Client provides feedback within [Number] days, Contractor incorporates feedback and resubmits].

Client-Supplied Assets: The Client shall provide the following assets to the Contractor: [List of assets, e.g., Brand guidelines, existing logos, product photos].

Service Timeline, Production Schedule, and Deadlines

Option A: The Contractor shall commence work on [Start Date] and complete the services by [End Date].

Option B: The project schedule is as follows: [Detailed project schedule with specific dates and milestones].

Phased Deliverable Reviews and Revision Rounds: Deliverables will be reviewed and revised in phases as follows: [Description of review and revision process].

Procedures for Delay: In the event of a delay due to client feedback or contractor illness, the following procedures will apply: [Description of procedures for handling delays].

Creation Location, Access, and Materials

Option A: The Contractor will perform the services remotely.

Option B: The Contractor will perform the services at the Client's location in Indiana.

Option C: The Contractor will perform the services at [Location Description], an Indiana studio.

Access to Premises: The Contractor will have access to the Client's premises as follows: [Description of access, e.g., during normal business hours, by appointment only].

Provision of Materials or Technology: The Client/Contractor (choose one) will provide the following materials or technology: [List of materials or technology].

Compliance with Policy: The Contractor shall comply with any venue or client-specific policies, including: [List of policies].

Payment Terms

Option A: The Client shall pay the Contractor a flat fee of [Dollar Amount] for the services provided under this Agreement.

Option B: The Client shall pay the Contractor [Dollar Amount] per deliverable, according to the list in section 1.

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

Option D: The Client shall pay the Contractor a retainer of [Dollar Amount] per month.

Installment Schedule: Payments will be made in installments as follows: [Description of installment schedule, e.g., 50% upfront, 50% upon completion].

Submission of Invoices: The Contractor shall submit invoices to the Client on [Frequency, e.g., a monthly basis].

Indiana Sales Tax: [ ] Sales tax is included / [ ] Sales tax is not included (choose one). If included, the sales tax amount is [Dollar Amount].

Expense Reimbursement Policies: The Client shall reimburse the Contractor for the following expenses: [List of expenses, e.g., travel expenses, printing costs], subject to prior approval.

Late Fee Policy: Late payments shall be subject to a late fee of [Percentage]% per month, or the maximum rate allowed by Indiana law.

Payment Processor: Payments will be made via [Payment Method, e.g., check, ACH, PayPal] to the following account: [Account Details].

Copyright and Intellectual Property

Option A: Work-for-Hire. All work created by the Contractor under this Agreement shall be considered a "work-for-hire" under Indiana and federal copyright law, and the Client shall own all copyright and intellectual property rights.

Option B: Assignment of Rights. The Contractor hereby assigns to the Client all copyright and intellectual property rights in the work created under this Agreement.

Moral Rights Waivers: To the extent permitted by law, the Contractor waives all moral rights in the work created under this Agreement.

Contractor’s Right to Showcase Work: The Contractor retains the right to showcase the work in their portfolio.

Limits on Client’s Future Use: The Client’s use of the work is limited as follows: [Description of limits, e.g., no derivative works without Contractor's permission].

Client’s License: The Client is granted a [Exclusive/Non-Exclusive] license to use the work.

Co-Ownership: In the event of jointly developed content, co-ownership will be determined as follows: [Description of co-ownership terms].

Confidentiality

The Contractor shall not disclose any confidential information of the Client, including but not limited to proprietary information, creative process information, and client data.

Duration of Confidentiality: This confidentiality obligation shall continue even after the termination of this Agreement.

Contractor’s Responsibility for Privacy: The Contractor is responsible for maintaining the privacy of any sensitive data accessed or created under this agreement and in compliance with Indiana data protection laws.

Independent Contractor Status

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

The Contractor is responsible for all self-employment, state, and local taxes, and necessary Indiana business licenses/permits.

Federal and Indiana-Specific Tax Documentation: The Contractor will provide the Client with the necessary tax documentation, including Indiana Form WH-1 if the threshold for reporting is reached.

Insurance: The Contractor is responsible for maintaining their own insurance, including general liability insurance appropriate for creative work.

Use of Assistants, Subcontractors, or Third-Party Material

The Contractor [ ] may / [ ] may not (choose one) use assistants or subcontractors. If subcontractors are used, the Contractor must provide notice to the Client.

The Contractor shall comply with any required client or Indiana background checks or clearances.

The Contractor is responsible for ensuring that any third-party creative material (e.g., stock images, licensed music) is properly licensed.

Non-Solicitation and Non-Compete

Non-Solicitation: The Contractor shall not solicit the Client's employees or clients during the term of this Agreement and for a period of [Number] months following termination.

Non-Compete: To the extent enforceable under Indiana law, the Contractor shall not engage in any business that directly competes with the Client's business within [Geographic Area] for a period of [Number] months following termination. This provision must be reasonable in scope and duration, and protect a legitimate business interest of the client.

Liability Allocation

Limits on Damages: The Client's liability for damages shall be limited to the amount paid to the Contractor under this Agreement.

Indemnification: The Contractor shall indemnify the Client against any third-party claims for IP infringement or breach of confidentiality.

Insurance: The Contractor [ ] is / [ ] is not (choose one) required to maintain professional liability insurance or E&O coverage. If required, the coverage amount is [Dollar Amount].

Conflict Resolution

Good Faith Negotiation: The parties shall attempt to resolve any disputes through good faith negotiation.

Mediation/Arbitration: If negotiation fails, the parties shall submit to mediation/arbitration (choose one) in [City, Indiana].

Governing Law and Venue: This Agreement shall be governed by the laws of the State of Indiana, and the venue for any legal action shall be [County, Indiana] County Court.

Term and Termination

Duration: This Agreement shall commence on [Start Date] and continue until [End Date], unless terminated earlier as provided herein.

Renewal/Extension: This Agreement may be renewed or extended by written agreement of the parties.

Early Termination Notice: Either party may terminate this Agreement with [Number] days written notice, meeting Indiana “reasonable notice” standards.

Termination for Cause: This Agreement may be terminated for cause, including non-performance, unfixable copyright issues, or confidentiality breach.

Handover of Deliverables: Upon termination, the Contractor shall handover all deliverables and transfer rights as agreed.

Final Payment: The Client shall make final payment to the Contractor within [Number] days of termination.

Compliance with Laws

The Contractor shall comply with all Indiana and local business licensing, zoning, and tax rules, as well as federal copyright, trademark, and fair use law.

The Contractor shall comply with specific creative industry regulations if this contract covers advertising, children's content, or healthcare subject to HIPAA.

Amendment

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

Electronic Signatures

Electronic signatures shall be accepted as recognized by Indiana statute.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect pursuant to Indiana law.

Assignment

Neither party may assign or transfer their rights or obligations under this Agreement without the written consent of the other party.

Force Majeure

Neither party shall be liable for any failure to perform their obligations under this Agreement due to causes beyond their reasonable control, including but not limited to acts of God, war, or government regulation.

Consultation with Attorneys

Both parties acknowledge that they have had the opportunity to consult with attorneys or professional advisors before entering into this Agreement.

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

[Client Legal Name or DBA]

By: [Client Name]

Title: [Client Title]

Date: [Date]

[Contractor Legal Name or DBA]

By: [Contractor Name]

Title: [Contractor Title]

Date: [Date]