Iowa creative independent contractor agreement template

Iowa Creative Independent Contractor Agreement

Effective Date: [Date]

This Iowa Creative Independent Contractor Agreement (the "Agreement") is made as of the Effective Date, by and between:

• Client:
  • Legal Business Name: [Client Legal Business Name] (DBA, if applicable: [Client DBA])
  • Business Address: [Client Business Address]
  • FEIN/SSN: [Client FEIN/SSN]
  • Contact Representative: [Client Contact Representative Name]
  • Contact Representative Title: [Client Contact Representative Title]
  • Contact Email: [Client Contact Email]
  • Contact Phone: [Client Contact Phone]

And

• Contractor:
  • Legal Business Name: [Contractor Legal Business Name] (DBA, if applicable: [Contractor DBA])
  • Business Address: [Contractor Business Address]
  • FEIN/SSN: [Contractor FEIN/SSN]
  • Contact Representative: [Contractor Contact Representative Name]
  • Contact Representative Title: [Contractor Contact Representative Title]
  • Contact Email: [Contractor Contact Email]
  • Contact Phone: [Contractor Contact Phone]

1. Scope of Work

This is an agreement for the provision of creative services performed by the Contractor for the Client.

• Option A: Detailed Scope: The Contractor shall provide the following creative services to the Client: [Detailed Description of Services, e.g., graphic design services including logo design, brand guide creation, and marketing collateral design]. This includes the following deliverables: [List of Deliverables, e.g., 3 logo concepts, a 20-page brand guide, and 5 social media templates].
• Option B: Project-Based Scope: The Contractor shall provide creative services for the project known as [Project Name]. The detailed scope of services is outlined in Exhibit A, attached hereto and incorporated by reference. Exhibit A details the services being provided, expected deliverables, concepts, drafts, revisions permitted, approval process, format, and usage environment (digital, print, broadcast, etc.).
• Option C: Ongoing Services: The Contractor will provide ongoing creative services as requested by the Client, subject to mutually agreed-upon project briefs for each task.

2. Timeline

• Option A: Project Milestones: The Contractor shall complete the services according to the following timeline:
  • Milestone 1: [Milestone Description]: [Completion Date]
  • Milestone 2: [Milestone Description]: [Completion Date]
  • Final Delivery: [Deliverable Description]: [Completion Date]
• Option B: Phased Approach: The project will be completed in phases, with each phase having its own timeline as detailed in Exhibit B, attached hereto and incorporated by reference.
• Option C: Flexible Timeline: The Contractor shall complete the services within a reasonable timeframe, subject to Client approval and feedback at each stage. Adjustments to the timeline can be made with written agreement from both parties.

3. Location and Method of Work

• Option A: Off-Site: The Contractor will perform the services off-site at their own location using their own equipment and resources.
• Option B: On-Site: The Contractor will perform the services on-site at the Client's location: [Client Location Address]. The Client will provide the Contractor with [Description of Equipment/Workspace Provided].
• Option C: Hybrid: The Contractor will perform the services both on-site and off-site, as mutually agreed upon for each specific task or phase of the project.

4. Intellectual Property

• Option A: Work for Hire: All work product created by the Contractor under this Agreement shall be considered "work for hire" under Iowa and federal copyright law, and the Client shall own all right, title, and interest in and to such work product, including all copyrights. Assignment of IP shall occur upon final payment.
• Option B: License Grant: The Contractor retains ownership of the work product but grants the Client a [Type of License, e.g., perpetual, non-exclusive, worldwide] license to use the work product for [Permitted Uses, e.g., marketing purposes].
• Option C: Limited License: The Contractor retains ownership of the work product but grants the Client a limited license to use the work product, with specific restrictions and guidelines detailed in Exhibit C, attached hereto and incorporated by reference. This exhibit specifies the duration, usage type and modification options applicable to each type of work.
  • The Contractor waives/retains their moral rights to the extent permitted by law.
  • The Client shall provide appropriate attribution to the Contractor in [Specified Locations, e.g., website footer, social media posts].
  • The license excludes the usage of [Describe any exception, e.g., stock photography].

5. Payment

• Option A: Flat Fee: The Client shall pay the Contractor a flat fee of [Amount] for the completion of the services described in Section 1.
• Option B: Hourly Rate: The Client shall pay the Contractor an hourly rate of [Amount] for the services provided. The Contractor shall submit invoices to the Client on a [Frequency, e.g., weekly, bi-weekly] basis, detailing the hours worked.
• Option C: Milestone-Based Payment: The Client shall pay the Contractor according to the following milestone schedule:
  • Milestone 1: [Milestone Description]: [Payment Amount]
  • Milestone 2: [Milestone Description]: [Payment Amount]
  • Final Delivery: [Deliverable Description]: [Payment Amount]
• Payment Terms:
  • All invoices are due within [Number] days of receipt.
  • Payment shall be made via [Method of Payment, e.g., check, electronic transfer].
  • The Client shall reimburse the Contractor for pre-approved expenses, supported by receipts.
  • Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Iowa law, whichever is lower.
  • In the event of a fee dispute, both parties shall attempt to resolve the dispute through good faith negotiation. If negotiation fails, the dispute shall be submitted to mediation in accordance with Section 14.

6. Taxes

The Contractor is solely responsible for all federal and Iowa income taxes, self-employment taxes, and any other taxes arising out of or related to the services performed under this Agreement, including sales tax, if applicable, under Iowa law. The Contractor agrees to indemnify and hold harmless the Client from any liability for the Contractor’s tax obligations. The Contractor acknowledges that the Client will not withhold any taxes from payments made to the Contractor.

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. The Contractor is not eligible for any employee benefits offered by the Client. The Contractor has no authority to bind the Client to any third-party agreements.

8. Licenses and Insurance

The Contractor represents and warrants that they possess all necessary licenses and permits required to perform the services under this Agreement in Iowa. The Contractor shall maintain professional liability insurance (errors & omissions) or general liability insurance, as appropriate for the services provided, with coverage of at least [Amount]. The Contractor shall provide proof of such insurance to the Client upon request.

9. Confidentiality

The Contractor agrees to keep confidential all proprietary information, client data (including compliance with Iowa data breach notification statute), concepts, and third-party information disclosed to them by the Client in connection with this Agreement. This obligation of confidentiality shall survive the termination of this Agreement.

10. Non-Solicitation and Non-Competition

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit, directly or indirectly, any employees or clients of the Client.
• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, within a radius of [Number] miles of the Client's primary place of business in Iowa, the Contractor shall not engage in any business that directly competes with the Client’s business, limited to [Specific competing activity], provided that it is reasonable and enforceable under Iowa law.
• Option C: No Restrictions: There are no non-solicitation or non-competition restrictions in this Agreement.

11. Records Management

The Contractor shall maintain accurate records of all work performed and expenses incurred under this Agreement. Upon completion of the services, or upon termination of this Agreement, the Contractor shall deliver all physical and digital assets created for the Client, including project files and source code, to the Client in a format reasonably requested by the Client. Contractor must comply with all Iowa privacy laws related to destruction, erasure, or return of any client data or intellectual property.

12. Liability and Indemnification

The Contractor shall be liable for any damages caused by their negligence or willful misconduct in the performance of the services under this Agreement, including damages for copyright infringement, use of unlicensed content, or misrepresentation. The Contractor agrees to indemnify and hold harmless the Client from any claims, losses, or damages arising out of or related to the Contractor’s breach of this Agreement or their negligent or wrongful acts or omissions. The parties agree that any limitation of liability will be implemented to the greatest extent allowable by Iowa law.

13. Warranties

The Contractor warrants that the work product created under this Agreement is original and does not infringe on any third-party rights, including copyrights, trademarks, or trade secrets. The Contractor warrants that they have the right to license or assign the intellectual property rights in the work product to the Client.

14. Termination

• Option A: Termination for Convenience: Either party may terminate this Agreement at any time for any reason upon [Number] days written notice to the other party.
• Option B: Termination for Cause: The Client may terminate this Agreement immediately upon written notice to the Contractor if the Contractor breaches any material provision of this Agreement, including failure to meet deadlines or deliver acceptable work product. The Contractor may terminate this Agreement upon written notice to the Client if the Client fails to pay invoices in a timely manner.
• Upon termination: The Contractor shall deliver all unfinished work product to the Client and return all Client materials. The Client shall pay the Contractor for all services performed and expenses incurred up to the date of termination. Rights to unfinished or preliminary works shall be determined according to the IP terms outlined in section 4.

15. Dispute Resolution

Any dispute arising out of or related to this Agreement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in Iowa, administered by a mutually agreed-upon mediator.
• Arbitration: If mediation fails, the parties may agree to submit the dispute to binding arbitration in Iowa, in accordance with the rules of the American Arbitration Association.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. Any legal action arising out of or related to this Agreement shall be brought in the state or federal courts located in [County] County, Iowa.

16. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including Iowa trade practices, Iowa consumer protection laws, and federal copyright laws, in the performance of the services under this Agreement.

17. 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, fire, flood, strikes, supply chain disruptions, loss of access to technology, or health emergencies.

18. Modification

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

19. 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 email to the addresses listed in the introductory section of this Agreement.

20. Enforceability and Survivability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The provisions of Sections 4, 6, 9, 12, and 15 shall survive the termination of this Agreement.

21. Counterparts

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. Facsimile or electronic signatures shall be deemed equivalent to original signatures.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

____________________________
[Client Contact Representative Name], [Client Contact Representative Title]

____________________________
[Contractor Contact Representative Name], [Contractor Contact Representative Title]