Louisiana design independent contractor agreement template

Louisiana Design Independent Contractor Agreement

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

[Client Name], residing at [Client Address], hereinafter referred to as “Client,”

and

[Contractor Name], residing at [Contractor Address], hereinafter referred to as “Contractor.”

WHEREAS, Client desires to engage Contractor as an independent contractor to provide design services; and

WHEREAS, Contractor desires to provide such services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Design Services

The Contractor agrees to provide the following design services to the Client: [Description of Design Services, including specific details of design scope: graphic, interior, architectural, industrial, etc.]. This includes but is not limited to:

• Option A: [Detailed description of service option, e.g., Logo Design: 3 initial concepts, 2 rounds of revisions, final deliverables in .AI, .PNG, and .JPG formats]
• Option B: [Detailed description of service option, e.g., Website Design: Mockups for 5 key pages, front-end coding in HTML/CSS/JavaScript, responsive design for mobile devices]

The Contractor will utilize the following tools and/or design software: [List of required tools or design software].

The Contractor shall adhere to the following specific client requirements: [Specific Client Requirements, e.g., Branding Guidelines, Style Guides].

The project stages and deliverable formats are as follows: [Project Stages and Deliverable Formats, e.g., Initial concept sketches, Mockups, Prototypes, Final designs in specified formats].

The revision protocol is as follows: [Revision Protocol, e.g., Number of revision rounds, Process for submitting feedback].

2. Term and Timeline

This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the Design Services, whichever occurs first.

Anticipated timelines and submission milestones are as follows: [Detailed Timeline with specific milestones and deadlines].

The Contractor shall meet the following performance standards: [Specific performance standards related to the design project, e.g., Adherence to style guidelines, achieving specific user experience benchmarks].

3. Place of Performance

The Design Services will be performed:

• Option A: On-site at [Client's Louisiana Location].
• Option B: Remotely.
• Option C: Hybrid – [Specify the portion of work that is on-site and remote.]

The Contractor is required to:

• Option A: Attend client meetings at [Frequency and Location of Meetings].
• Option B: Conduct site inspections at [Frequency and Location of Inspections].
• Option C: N/A

4. Compensation and Payment

The Client shall compensate the Contractor as follows:

• Option A: Flat Fee of [Dollar Amount] for the completion of all Design Services.
• Option B: Hourly Rate of [Dollar Amount] per hour.
• Option C: Per Deliverable – [Specify the fee per deliverable].
• Option D: Retainer of [Dollar Amount] per [Time Period].

Payment Terms: [Specify payment terms, including due dates, methods of payment, and any discounts].

Progress payments will be triggered as follows: [Specific milestones that trigger payment, e.g., Completion of initial concepts, approval of mockups].

Invoicing Procedures: The Contractor will submit invoices to the Client [Frequency of invoices, e.g., monthly, upon completion of milestones]. Invoices must include the following information: [Required information on invoices, e.g., Contractor's name, address, invoice date, invoice number, description of services, hours worked (if applicable), total amount due]. Contractor acknowledges responsibility for complying with Louisiana invoicing regulations and providing appropriate tax documentation.

Responsibility for Louisiana Sales/Use Taxes and Franchise Taxes:

• Option A: Client will remit all applicable Louisiana Sales/Use Taxes and/or Franchise Taxes
• Option B: Contractor will remit all applicable Louisiana Sales/Use Taxes and/or Franchise Taxes.

Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage]% per month, as permitted under Louisiana law.

5. Intellectual Property

Ownership of Work Product:

• Option A: All work product, drafts, files, sketches, and concepts created by the Contractor in connection with the Design Services shall become the sole and exclusive property of the Client. The Contractor hereby assigns all right, title, and interest in and to such work product to the Client upon payment in full.
• Option B: The Contractor retains ownership of the work product, but grants the Client a [Specify License Type, e.g., perpetual, non-exclusive] license to use the work product for [Specify Use, e.g., internal business purposes].

Use of Pre-existing Intellectual Property and Stock Assets: [Clarify the use of pre-existing intellectual property or stock assets and associated licensing terms].

Moral Rights: To the extent permitted by Louisiana law, the Contractor irrevocably waives any and all moral rights in the work product.

6. Confidentiality

The Contractor agrees to hold all design drafts, client materials, proprietary information, and trade secrets of the Client in strict confidence and not to disclose such information to any third party without the Client's prior written consent, in accordance with Louisiana trade secrets law (La. Rev. Stat. Ann. § 51:1431).

Assignment/Sub-contractor Involvement: The Contractor shall:

• Option A: Not assign or sub-contract any part of this agreement without prior written consent.
• Option B: Be permitted to use sub-contractors. [Clarify the approval process for subcontractors.]

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the parties.

The Contractor is responsible for all self-employment taxes, business registration (if required), insurance (general liability, professional liability, or workers’ comp waivers under La. R.S. § 23:1035.2 if the contractor is a sole proprietor), and all other compliance obligations under Louisiana law.

8. Professional Licensing and Competency

If the Design Services involve regulated professions (such as architecture or interior design), the Contractor shall provide evidence of professional licensing or competency as required by the Louisiana Board of Examiners. [Specify applicable licensing requirements].

9. Expense Reimbursement

The Client will reimburse the Contractor for the following expenses: [List of reimbursable expenses, e.g., materials, travel, third-party costs], subject to the following conditions: [Conditions for reimbursement, e.g., prior approval, submission of receipts].

Approval Process: [Describe the approval process for expense reimbursement].

Documentary Support: [Specify the required documentation for expense reimbursement].

10. Project Review, Approval, and Acceptance

The Client will review the Contractor's work at the following stages: [List of review stages].

Client Feedback: The Client will provide feedback to the Contractor within [Number] days of each review stage.

Revisions: The Contractor will make revisions to the work based on the Client's feedback, subject to the revision protocol outlined in Section 1.

Acceptance Criteria: The Client will accept the final deliverables if they meet the following criteria: [Specific acceptance criteria].

11. Termination

Termination with Cause: The Client may terminate this Agreement for cause if the Contractor breaches any material provision of this Agreement.

• Option A: Client must provide a written notice [Number] days prior to termination.
• Option B: Client can terminate immediately.

Termination without Cause: Either party may terminate this Agreement without cause upon [Number] days' written notice to the other party.

Upon termination, the Contractor shall deliver all completed deliverables to the Client, and the Client shall pay the Contractor for all work completed up to the date of termination. The Contractor shall also transfer all files to the client and provide adequate instructions for archiving the designs.

12. Breach and Remedies

In the event of a breach of this Agreement, the non-breaching party shall be entitled to:

• Option A: Actual damages.
• Option B: Liquidated damages in the amount of [Dollar Amount].

The Contractor shall be responsible for defective or delayed deliverables.

Limitation of Consequential Damages: In no event shall either party be liable for any consequential, incidental, indirect, or punitive damages.

Indemnification: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's breach of this Agreement, including any claims of infringement of intellectual property rights.

13. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Louisiana].
• If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the arbitration to take place in [City, Louisiana].

This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana, without regard to its conflict of laws principles. Venue for any legal action shall be in the [Parish] Parish, Louisiana.

14. Record Keeping

Contractor must maintain records sufficient to demonstrate contract compliance in the event of Louisiana Department of Revenue or LWC audits.

15. Conflict of Interest

• Option A: The Contractor shall not engage in any work for a direct competitor of the Client during the term of this Agreement.
• Option B: N/A

16. Industry Standards

The Contractor shall adhere to all applicable industry standards and best practices for design in Louisiana, including accessibility, data privacy (where work involves user data), and public safety codes.

17. Subcontracting

Subcontracting:

• Option A: Is not permitted under this agreement.
• Option B: Is permitted subject to prior written approval of the client.

18. Local Permitting

The contractor shall adhere to any local permitting or municipal requirements relevant to project execution on physical sites.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

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

[Client Name]

____________________________

Signature

[Contractor Name]

____________________________

Signature