Indiana design independent contractor agreement template

Indiana Design Independent Contractor Agreement

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

• [Client Name], residing at [Client Address], phone number [Client Phone Number], and email address [Client Email Address] (hereinafter referred to as "Client"),
• and
• [Contractor Name], residing at [Contractor Address] or business address [Contractor Business Address] (if applicable), phone number [Contractor Phone Number], and email address [Contractor Email Address] (hereinafter referred to as "Contractor"). Contractor's Indiana business registration number (if applicable) is [Contractor Indiana Business Registration Number].

1. Scope of Services:

• Option A: General Description
  • Contractor shall provide the following design services to Client: [Description of Design Services].
• Option B: Detailed Description
  • Contractor shall provide the following design services, including, but not limited to: [Detailed List of Design Services, Deliverables, Creative Works, Concepts, Revisions, Drafts, Supporting Materials, Presentation Requirements, and Delivery Formats. Specify benchmark standards and acceptance criteria.].

2. Project Timeline:

• Option A: Specific Dates
  • The project shall commence on [Start Date] and be completed by [Completion Date]. Key milestones include: [List of Milestones and Deadlines].
• Option B: Flexible Timeline
  • The project shall commence on [Start Date]. Contractor shall deliver initial concepts by [Initial Concept Deadline]. Client shall provide feedback within [Feedback Period]. Final delivery shall occur within [Final Delivery Timeframe] of Client's final approval of concepts.

3. Working Location and Resources:

• Option A: Remote Work
  • Contractor shall perform the services remotely.
• Option B: Onsite Work
  • Contractor shall perform the services onsite at [Client Location]. Client will provide Contractor with access to the following resources: [List of Resources, e.g., computers, software, client materials].

4. Compensation:

• Option A: Fixed Fee
  • Client shall pay Contractor a fixed fee of [Dollar Amount] for the services.
• Option B: Hourly Rate
  • Client shall pay Contractor an hourly rate of [Dollar Amount] per hour. Contractor shall submit invoices detailing hours worked.
• Option C: Per Deliverable
  • Client shall pay Contractor [Dollar Amount] per deliverable. The list of deliverables and payment amount per deliverable can be found here [List of Deliverables and Payment Amounts].
  • Payment Schedule: [Payment Schedule, e.g., upon completion of each phase, monthly]. Invoices shall be submitted to [Invoice Submission Protocol]. Payment methods are [List of Payment Methods]. Late payments shall accrue interest at a rate of [Interest Rate]% per month. Contractor is responsible for all applicable Indiana sales/use tax.

5. Intellectual Property:

• Option A: Work Made for Hire
  • All work product created by Contractor under this Agreement shall be considered "work made for hire" under Indiana and federal copyright law and shall be owned exclusively by Client. This includes all copyrights, trademarks, and underlying source files.
• Option B: License
  • Contractor retains ownership of all intellectual property rights in the work product. Contractor grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the work product for [Permitted Uses].
  • Treatment of preliminary designs or unused concepts: [Treatment of preliminary designs].
  • Client rights to modify, adapt, or reuse work product: [Client rights to modify, adapt, or reuse work product].

6. Confidentiality:

Contractor shall maintain the confidentiality of all Client proprietary information, including [List of Confidential Information], for a period of [Number] years following termination of this Agreement. Upon termination, Contractor shall return or destroy all confidential information. Contractor shall comply with the Indiana Uniform Trade Secrets Act.

7. Independent Contractor Status:

Contractor is an independent contractor and not an employee of Client. Contractor is responsible for all self-employment taxes, federal, state, and local Indiana income taxes, Social Security, Medicare contributions, and obtaining any required business licenses. Contractor shall secure their own insurance (general liability, professional "errors and omissions") in accordance with Indiana law.

8. Indemnification:

Contractor shall indemnify and hold Client harmless from any claims, damages, or expenses arising from Contractor's infringement of third-party rights. Contractor shall conduct due diligence regarding the content and licensing of all design elements.

9. Revisions and Approval:

Contractor will provide [Number] revisions within the scope of this Agreement. Additional revisions shall be billed at [Dollar Amount] per hour or [Dollar Amount] per revision. Final deliverables require Client's written approval.

10. Project Delays and Changes:

Delays or changes in scope initiated by either party require written documentation and approval. Client shall compensate Contractor for additional work caused by changes in scope at [Dollar Amount] per hour or as otherwise agreed in writing. Force majeure events affecting performance shall be governed by Indiana law.

11. Termination:

Either party may terminate this Agreement with [Number] days written notice. Client shall pay Contractor for work completed up to the date of termination. Upon termination, Contractor shall handover all project assets and outstanding invoices. Contractor shall destroy or return confidential materials in compliance with Indiana law.

12. Dispute Resolution:

Any disputes arising under this Agreement shall be resolved through negotiation, mediation, or arbitration in Indiana. Venue for any legal action shall be [County Name] County, Indiana. Governing law shall be the law of the State of Indiana. The parties agree to attempt mediation under Indiana rules before initiating litigation.

13. Compliance with Laws:

Contractor shall comply with all applicable Indiana and federal laws, including the Indiana Deceptive Consumer Sales Act, anti-discrimination provisions, and the Americans with Disabilities Act (ADA) as applicable to design deliverables. Contractor must obtain any relevant Indiana permits for conducting business and pay all related business taxes.

14. Recordkeeping and Audit:

Contractor shall maintain accurate records of all financial and project data consistent with Indiana law.

15. General Provisions:

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: Neither party may assign this Agreement without the written consent of the other party.
• Amendment: This Agreement may only be amended in writing signed by both parties.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Electronic Signatures: Electronic signatures shall be valid under the Indiana Uniform Electronic Transactions Act.
• Notices: All notices shall be in writing and sent to the addresses listed above.

16. Non-Solicitation/Non-Compete (Optional - Consult with Legal Counsel):

During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit any clients or employees of Client within a [Number] mile radius of [City Name], Indiana. This non-compete is narrowly drawn to protect Client's legitimate business interests under Indiana law.

17. Data Security:

If Contractor will access or process Client or third-party personal data, Contractor shall comply with all applicable industry privacy standards relevant for Indiana businesses.

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

____________________________

[Client Name]

____________________________

[Contractor Name]