Kentucky design independent contractor agreement template

Kentucky Design Independent Contractor Agreement

This Kentucky Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Client Full Legal Name], whose business address is [Client Business Address], email address is [Client Email Address], phone number is [Client Phone Number], and tax identification number (if applicable) is [Client Tax ID] (hereinafter referred to as "Client"),

and

• [Independent Contractor Full Legal Name], whose business address is [Independent Contractor Business Address], email address is [Independent Contractor Email Address], phone number is [Independent Contractor Phone Number], and tax identification number is [Independent Contractor Tax ID] (hereinafter referred to as "Contractor").

1. Description of Services

• Option A: Contractor will provide the following design services: [Detailed Description of Design Services, including scope, phases, individual tasks, required deliverables (file formats, color specs, design revisions allowed), quality standards, schedules, milestones, and deadlines].
• Option B: Contractor will provide the design services as described in Exhibit A, attached hereto and incorporated by reference.
• Contractor will ensure deliverables meet industry best practices and are of professional quality. Client retains right to approve all drafts and final versions of deliverables.

2. Location and Method of Performance

• Option A: Services will be performed remotely by Contractor.
• Option B: Services will be performed at Client’s premises located at [Client Premise Address].
• Option C: Services will be performed on-site at [Third-Party Location].
• Contractor will be expected to attend meetings at Client's office or via video conference, as reasonably requested by Client.

3. Equipment, Software, and Materials

• Option A: Contractor is responsible for providing all equipment, software, and materials necessary to perform the Services.
• Option B: Client will provide Contractor with the following equipment, software, and materials: [List of Equipment, Software, and Materials].
• Contractor agrees to adhere to Client's brand guidelines and technical standards.
• All equipment provided by client remains the sole property of the client.

4. Fees and Payment

• Option A: Hourly Rate: Contractor will be paid at an hourly rate of [Hourly Rate] per hour.
• Option B: Project-Based Fee: Contractor will be paid a fixed fee of [Project Fee] for the entire project.
  • Payment Schedule:
  • [Percentage]% upon execution of this Agreement.
  • [Percentage]% upon completion of [Milestone 1].
  • [Percentage]% upon completion of [Milestone 2].
  • Final [Percentage]% upon final acceptance of deliverables.
• Option C: Retainer: Client will pay Contractor a monthly retainer of [Retainer Amount].
• Invoices will be submitted by Contractor to Client on a [Frequency, e.g., monthly] basis and are due within [Number] days of receipt.
• Expenses must be pre-approved by Client and documented with receipts.
• Late payments shall accrue interest at the maximum rate permissible under Kentucky law. (Kentucky Revised Statutes (KRS) 360.040)

5. Ownership and Intellectual Property Rights

• Option A: Upon full payment, all right, title, and interest in and to the design materials, including copyright, moral rights, and intellectual property, shall vest exclusively in Client.
• Option B: Contractor retains ownership of the design materials but grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the materials for [Specific Use].
  • Contractor reserves the right to display the work in their portfolio.
  • Client shall receive final artwork in agreed upon file format.
• Contractor warrants that all designs are original and do not infringe upon any third-party rights.

6. Confidentiality and Data Protection

• Contractor agrees to hold all Client’s proprietary information in confidence and not disclose it to any third party.
• Contractor will comply with all applicable Kentucky laws regarding data protection.
• This confidentiality obligation survives the termination of this Agreement.

7. Independent Contractor Status

• Contractor is an independent contractor and not an employee, agent, or partner of Client.
• Contractor is responsible for all self-employment taxes, income tax filings, business licenses, workers' compensation, insurance coverage, and any unemployment contributions.
• Contractor has no authority to bind Client to any agreement or obligation.

8. Non-Exclusivity/Non-Solicitation/Non-Compete

• Option A: This is a non-exclusive agreement. Client is free to engage other contractors for similar services.
• Option B: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit or attempt to solicit any employees or clients of Client within [Geographic Area]. (Note: Non-compete agreements are strictly construed in Kentucky and must be reasonable in scope, duration, and geographic area to be enforceable.)
• Contractor may freely work for other clients.

9. Representations and Warranties

• Contractor warrants that the work does not infringe upon third-party rights and complies with applicable design codes, safety, and accessibility standards, including ADA compliance if required.
• Contractor guarantees the work will be completed in a professional manner.
• All work will meet agreed upon industry best practices.

10. Scope Changes and Amendments

• Any changes to the scope of services or the Agreement must be made in writing and signed by both parties.
• Adjustments to fees or timelines will be made accordingly.

11. Liability Limitations and Indemnification

• Contractor's liability for errors, omissions, copyright infringement, or client-provided material issues is limited to [Dollar Amount] or the total fees paid under this Agreement, whichever is less.
• Contractor shall indemnify and hold harmless Client from any claims arising from Contractor’s negligence or willful misconduct.
• Client agrees to indemnify and hold Contractor harmless from any claims arising from client provided materials.

12. Term and Termination

• This Agreement shall commence on [Start Date] and continue until [End Date] or until the completion of the Services.
• Option A: Either party may terminate this Agreement for convenience with [Number] days written notice.
• Option B: Either party may terminate this Agreement for cause (failure to perform, breach) with [Number] days written notice.
• Upon termination, Contractor will be paid for services rendered up to the date of termination.
• Contractor will return all Client property upon termination.

13. Dispute Resolution

• The parties agree to attempt to resolve any disputes through good-faith negotiation.
• If negotiation fails, the parties agree to submit the dispute to mediation in [County Name], Kentucky.
• If mediation fails, the parties may pursue arbitration or litigation in the state or federal courts located in [County Name], Kentucky.
• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

14. Compliance with Laws

• Contractor will comply with all applicable Kentucky and federal statutes, including state licensing requirements if applicable.
• Contractor acknowledges responsibility to comply with Kentucky Department of Revenue rules for independent contractors.
• If the contractor is engaged in any type of construction, they are to be in compliance with Kentucky Fairness in Construction Act.

15. Tax Reporting and Recordkeeping

• Contractor certifies their proper tax classification (W-9).
• Contractor will maintain accurate records for tax purposes.

16. Insurance

• Contractor shall maintain professional liability insurance and general liability insurance with minimum coverage of [Dollar Amount].
• Contractor will provide proof of insurance upon request.

17. Client Property and Data Handling

• Contractor will handle client property and digital files with care.
• Contractor will provide backup and archival solutions for project data.
• Upon completion, Contractor will handover or destroy data as directed by Client.

18. Subcontracting and Assignment

• Contractor shall not subcontract or assign this Agreement without prior written consent of Client.
• Any subcontractors must meet Kentucky's licensing and legal requirements.

19. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• 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.
• Notices: All notices must be in writing and delivered to the addresses listed above by certified mail or email with confirmation of receipt.
• Full Agreement/Merger: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Execution in 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.
• Electronic Signature: Electronic signatures shall be valid and binding.

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Independent Contractor Full Legal Name]

By: [Independent Contractor Signature]

Name: [Independent Contractor Printed Name]

Title: [Independent Contractor Title]