Maryland creative independent contractor agreement template

Maryland Creative Independent Contractor Agreement

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

• [Client Legal Name], a [Client Entity Type, e.g., Maryland Corporation] with its principal place of business at [Client Address] ("Client"),
• and
• [Contractor Legal Name], a [Contractor Entity Type, e.g., Maryland LLC or Individual] with its principal place of business/residence at [Contractor Address] ("Contractor").

1. Scope of Services

The Contractor agrees to provide the following creative services (the "Services") to the Client:

• Option A: The Contractor will provide [Specific Description of Services, e.g., Graphic Design services including logo design, brochure design, and website mockups] as detailed in [Exhibit A, e.g., Project Brief].
• Option B: The Contractor will provide the Services as described in the attached Statement of Work. The deliverables shall include [List of Deliverables, e.g., a finalized logo design in vector format, a tri-fold brochure design, and website mockups in PSD format].

The creative direction shall follow the following guidelines: [Describe creative direction, artistic boundaries, quality standards, e.g., The designs should be modern, clean, and align with the Client's brand guidelines provided in Exhibit B]. The Contractor will provide [Number] rounds of revisions for each deliverable. The review/approval process is as follows: [Describe review/approval process, e.g., Client will provide feedback within 3 business days of each submission]. The Service milestones are: [List milestones, e.g., Logo design completion, Brochure design completion, Website mockup completion]. Deadlines for each milestone are: [List deadlines, e.g., Logo - [Date], Brochure - [Date], Website - [Date]]. Progress reporting frequency: [Reporting Frequency, e.g., Weekly progress reports will be provided on Mondays].

2. Service Location & Resources

• Option A: The Services will be performed remotely.
• Option B: The Services will be performed onsite at the Client's premises located at [Client Address]. The Contractor will [Will/Will Not] be required to travel.

The Client will provide the following resources: [List resources, e.g., Access to brand guidelines, necessary software licenses]. The Contractor will supply all other necessary tools, software, creative materials, and production resources.

3. Compensation

• Option A (Per Project): The Client shall pay the Contractor a fixed fee of [Amount] for the completion of the Services.
• Option B (Hourly): The Client shall pay the Contractor an hourly rate of [Amount]. The estimated total cost for the project is [Amount].
• Option C (Milestone-Based): The Client shall pay the Contractor according to the following milestone schedule: [List milestones and payment amounts, e.g., 25% upon logo design completion, 25% upon brochure design completion, 50% upon website mockup completion].

Permitted pass-through costs and reimbursement for expenses: [List permitted expenses, e.g., Stock photo purchases up to $100 with prior approval]. Invoicing requirements: [Describe invoicing requirements, e.g., Invoices must be submitted monthly]. Due dates for payment: [Payment terms, e.g., Net 30 days from the invoice date]. Acceptable payment methods: [Payment methods, e.g., Check or electronic funds transfer]. Late payment fee: [Late payment terms, e.g., A late payment fee of 1.5% per month will be applied to overdue invoices].

4. Maryland Tax Obligations

The Contractor is responsible for all self-employment tax, federal and Maryland state income taxes. The Contractor [Will/Will Not] provide a Maryland Form W-9. The Client [Will/Will Not] issue a Form 1099-NEC to the Contractor.

5. Copyright and Intellectual Property Ownership

• Option A (Work Made for Hire): All work product created by the Contractor under this Agreement shall be considered a "work made for hire" as defined under Maryland and federal copyright law, and the Client shall own all copyrights and other intellectual property rights in such work product.
• Option B (Copyright Assignment): The Contractor hereby assigns to the Client all copyrights and other intellectual property rights in the work product created under this Agreement.

Scope of rights transfer: [Describe scope of rights, e.g., Exclusive, worldwide, perpetual license]. Moral rights waiver: [Waive/Do Not Waive] moral rights to the extent permitted by law. Ongoing use rights for Contractor (e.g., portfolio display): [Describe contractor use rights, e.g., Contractor may display the work in their portfolio after project launch]. Pre-existing IP exclusion: [List or describe pre-existing IP, e.g., Contractor retains ownership of pre-existing code libraries]. Handling of stock media or third-party content: [Describe handling of stock media, e.g., Client will obtain licenses for stock photos].

6. Confidentiality and Non-Disclosure

The Contractor agrees to keep all Client information confidential, including but not limited to trade secrets and unpublished creative materials. Duration of confidentiality: [Duration, e.g., 5 years]. Scope of confidentiality: [Describe scope, e.g., All information relating to Client's business, products, and services]. Embargoes on showcasing work: [Specify embargo terms, e.g., Contractor may not showcase the work publicly until [Date]].

7. Non-Compete and Non-Solicitation (If Applicable - Review Maryland Law Carefully)

To the extent permissible under Maryland law, the Contractor agrees not to compete with the Client and not to solicit the Client's customers or employees for creative work. Scope of non-compete: [Describe scope, e.g., Cannot provide similar services to direct competitors of the Client in Maryland]. Duration of non-compete: [Duration, e.g., 1 year after termination].

8. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is not entitled to any employee benefits. The Contractor is responsible for providing their own health insurance/benefits and paying their own Maryland and federal taxes. The Contractor has control over how the Services are performed, has schedule flexibility, performs project-based work, is not subject to direct supervision, and has the right to work for other clients.

9. Liability and Indemnification

The Contractor shall be liable for infringement of third-party intellectual property, portfolio misuse, subpar or nonconforming deliverables, missed deadlines, and confidentiality breaches. The Contractor shall indemnify the Client against third-party IP claims. Limits on damages: [Describe limits, e.g., Contractor's liability is limited to the total amount paid under this Agreement]. Insurance requirements: [Describe insurance needs, e.g., Contractor shall maintain general liability insurance].

10. Acceptance, Revision, and Rejection Procedures

The Client shall have [Number] rounds of revisions. Timeframe for feedback: [Timeframe, e.g., 5 business days]. Criteria for "acceptance": [Describe criteria, e.g., Deliverables meeting the specifications outlined in Exhibit A]. Fees for additional work or "scope creep": [Describe fees, e.g., Additional work will be billed at an hourly rate of [Amount]].

11. Term and Termination

This Agreement shall commence on [Start Date] and shall terminate on [End Date] or upon completion of the Services.

• Option A (Termination for Convenience): Either party may terminate this Agreement for convenience with [Number] days' written notice.
• Option B (Termination for Cause): The Client may terminate this Agreement for cause (e.g., failure to deliver or pay) immediately upon written notice.

Final settlement terms: [Describe final payment, e.g., Client will pay for all services performed up to the date of termination]. Post-termination obligations: [Describe obligations, e.g., Contractor shall return all Client files].

12. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Any disputes arising under this Agreement shall be resolved in the state or federal courts located in [City, Maryland].

• Option A (Mediation): The parties agree to attempt to resolve any disputes through mediation before resorting to litigation.
• Option B (Arbitration): Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

13. Compliance with Maryland and Federal Regulations

The Contractor shall comply with all applicable Maryland and federal business regulations, including local licensing/registration requirements. Sales and use tax rules on certain creative deliverables: [Describe tax obligations, e.g., Contractor is responsible for collecting and remitting sales tax if required].

14. Notices

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 set forth above.

15. Amendment and Waiver

This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

16. Integration

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.

17. Severability

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

18. Data Protection

The Contractor shall comply with the Maryland Personal Information Protection Act and shall securely handle, store, and transfer any personal or proprietary information involved in the creative work.

19. Crediting

The Contractor [May/May Not] publicly credit the work. Rules on client or third-party use of previews or drafts: [Describe usage rules, e.g., Client may use drafts internally for review purposes only]. Inclusion/exclusion of portfolio rights: [Describe portfolio rights, e.g., Contractor may include the work in their portfolio after project launch].

20. Background Checks (If Applicable)

The Contractor [Will/Will Not] be required to undergo a background check.

21. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, fire, flood, or other natural disaster.

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

____________________________

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

____________________________

[Contractor Legal Name]

By: [Contractor Name]