Kentucky creative independent contractor agreement template

Kentucky Creative Independent Contractor Agreement

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

[Client Full Legal Name], residing at [Client Mailing Address], with phone number [Client Phone Number] and email [Client Email] ("Client"),

and

[Contractor Full Legal Name], residing at [Contractor Mailing Address], with phone number [Contractor Phone Number] and email [Contractor Email] ("Contractor").

Creative Services:

Option A: Contractor shall provide the following creative services to Client: [Description of Creative Services, e.g., graphic design, copywriting, web development].

Option B: Contractor shall provide creative services as described in Exhibit A, attached hereto and incorporated by reference.

Project Specifications: [Detailed project specifications, client-provided materials, performance standards, milestones, acceptance criteria, revision processes, deadlines, and estimated timelines.]

Client-Provided Materials: [List of all client-provided materials. Include format and condition.]

Work Method and Location:

Option A: Services will be performed remotely.

Option B: Services will be performed at Contractor’s studio.

Option C: Services will be performed at Client's premises located at [Client's Premises Address].

On-site Requirements: [Requirements for on-site equipment, software licenses, materials, or production support.]

Asset Handling: [Description for the handling and return of physical or digital assets supplied by the Client.]

Compensation and Fee Schedule:

Option A: Payment by Project: The total contract price is [Dollar Amount].

Option B: Payment Hourly: The hourly rate is [Dollar Amount].

Option C: Payment by Milestone: See Exhibit B for milestone payments.

Option D: Payment by Royalty: Royalty percentage is [Percentage].

Option E: Payment by Retainer: Retainer fee is [Dollar Amount] per [Frequency].

Payment Schedule and Deadlines: [Payment schedule and specific deadlines. e.g., 50% upon signing, 50% upon completion.]

Invoicing Procedures: [Detailed invoicing procedures, format, frequency, required support documentation.]

W-9 Requirement: Contractor shall provide a completed IRS Form W-9 to Client prior to the first payment.

Tax Responsibility: Contractor is responsible for all applicable Kentucky state and local taxes, including sales and use tax, and self-employment taxes.

Late Payment Interest: Late payments shall accrue interest at a rate of [Percentage]% per month or the maximum rate allowed by Kentucky law, whichever is lower.

Collection Rights: In the event of non-payment, Client shall be responsible for all reasonable collection costs, including attorney's fees.

Intellectual Property:

Option A: Work Made for Hire: The work product created under this Agreement shall be deemed a "work made for hire" under U.S. copyright law, and Client shall own all right, title, and interest in and to the work product.

Option B: Transfer of Rights: Contractor hereby assigns all right, title, and interest in and to the work product created under this Agreement to Client.

Option C: License of Rights: Contractor grants Client a [Exclusive/Non-Exclusive/Limited] license to use the work product created under this Agreement for [Description of Usage].

Ownership of Source Files: [Specification of who owns the source files, creative drafts, and final deliverables.]

Rights to Derivative Works: [Description of rights to derivative works.]

Usage Limits and Attribution: [Usage limits and attribution requirements.]

Portfolio Rights: Contractor retains the right to display the work product in their portfolio, subject to Client's prior written approval, which shall not be unreasonably withheld.

Case Study Permission: Client grants/does not grant (select one) the Contractor permission to use the final work product for a case study.

Confidentiality and Non-Disclosure:

Contractor agrees to hold Client’s confidential information, including but not limited to trade secrets, unpublished concepts, original designs, storyboards, and prototypes, in strict confidence.

Contractor shall not disclose Client's confidential information to any third party without Client's prior written consent.

Limits on Information Sharing: [Specific limits on information-sharing.]

Return/Destruction of Materials: Upon termination of this Agreement, Contractor shall promptly return or destroy all confidential materials in their possession, and certify the destruction of any digital copies.

Non-Solicitation and Non-Circumvention:

During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit, directly or indirectly, any employees or customers of Client. This restriction applies within the geographic area of [Geographic Area/e.g., Kentucky].

Contractor shall not circumvent Client's business relationships with its vendors or other contractors.

Independent Contractor Status:

Contractor is an independent contractor and not an employee, agent, or partner of Client.

Contractor is solely responsible for all self-employment taxes, Kentucky state and local income tax filings, workers' compensation (unless exempt), unemployment insurance, liability insurance, and any federal/ACA health insurance mandates.

Client is not obligated to provide Contractor with any employee benefits, including health insurance, paid time off, or retirement plans.

Warranties and Representations:

Contractor warrants and represents that the work product created under this Agreement is original, does not infringe upon the intellectual property rights of any third party, and complies with all applicable U.S. copyright and trademark laws.

Client has the right to request documentation of originality.

Contractor warrants that the work performed shall conform to industry association standards of acceptable quality.

Project Delays:

Extension Protocols: [Description of extension protocols for project delays.]

Client-Caused Delay Procedures: [Procedures for handling delays caused by Client.]

Force Majeure: Neither party shall be liable for delays caused by acts of God, war, government regulation, strike, pandemic or other events beyond their reasonable control, as defined under Kentucky common law.

Remedies for Late/Deficient Performance: [Clear remedies for late or deficient performance.]

Limitation of Liability:

Client’s total liability to Contractor shall be limited to the total amount paid to Contractor under this Agreement.

Neither party shall be liable for any consequential, incidental, indirect, special, or punitive damages.

Contractor shall indemnify and hold Client harmless from any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to any infringement of intellectual property rights or negligent acts by Contractor.

Termination:

This Agreement shall commence on [Start Date] and shall continue until [End Date] or the completion of the project.

Notice Period for Early Termination: Either party may terminate this Agreement upon [Number] days' written notice to the other party.

Grounds for Termination for Cause: Client may terminate this Agreement for cause if Contractor breaches any material term of this Agreement.

Final Payment and Partial Deliverables: Upon termination, Client shall pay Contractor for all work completed and accepted up to the date of termination. Client receives partial deliverables.

Transition Process: [Description of transition process for intellectual property, creative materials, or works-in-progress.]

Deliverables and Acceptance:

Submission Procedures: [Procedures for submission of deliverables.]

Review and Feedback: [Procedures for client review and feedback.]

Approval Process: [Process for final approval.]

Correction/Revision Requests: Client has [Number] days to request corrections or revisions after delivery.

Kentucky-Specific Terms:

Contractor shall comply with all applicable Kentucky minimum wage and labor regulations for independent contractors.

This Agreement does not create an employer-employee relationship. Client complies with Kentucky law prohibiting misclassification of workers.

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles.

Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved through [Negotiation/Mediation/Kentucky Arbitration/Franklin Circuit Court].

Attorney Fees and Costs: In the event of any legal action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and costs.

Industry-Specific and Regulatory Requirements:

Contractor shall comply with all applicable federal and state laws for intellectual property, digital content, and tax reporting (including Kentucky Department of Revenue rules for 1099 contractors).

Contractor shall use only lawful, licensed software and tools.

Contractor shall maintain any creative industry certifications or credentials required by Client.

General Terms:

Contractor shall not assign or subcontract its obligations under this Agreement without Client's prior written consent.

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

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or any other provision.

All notices and communications 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.

Signatures and e-signature acceptance: This agreement is valid with physical or electronic signatures in compliance with Kentucky’s Uniform Electronic Transactions Act.

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

_______________________________

[Client Full Legal Name]

_______________________________

[Contractor Full Legal Name]

Exhibit A: Detailed Description of Creative Services

[Insert Detailed Description of Creative Services Here]

Exhibit B: Milestone Payment Schedule

[Insert Milestone Payment Schedule Here]