Maryland design independent contractor agreement template

Maryland Design Independent Contractor Agreement

This Maryland Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Full Legal Name], located at [Client Business Address] (“Client”), and [Independent Contractor Full Legal Name], located at [Independent Contractor Business Address] (“Contractor”).

Client’s Phone: [Client Phone Number]

Client’s Email: [Client Email Address]

Contractor’s Phone: [Contractor Phone Number]

Contractor’s Email: [Contractor Email Address]

WHEREAS, Client desires to engage Contractor to provide certain design services; and

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

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

1. Scope of Services

• Option A: Contractor shall provide the following design services to Client (the “Services”): [Detailed Description of Design Services. E.g., Graphic design for marketing materials, web design for company website, UI/UX design for mobile application, architectural renderings for building project, branding services including logo design and style guide]. This includes the following deliverables: [List of Deliverables. E.g., Mockups, final designs, source files, style guides, user flows]. Technical standards to be followed include [Specify technical standards. E.g., Resolution, color profiles, file formats]. The tools and software to be used are [List tools and software. E.g., Adobe Creative Suite, Figma, Sketch]. File types will be [Specify file types. E.g., .PSD, .AI, .JPG, .PNG, .PDF]. Versioning requirements are [Specify versioning requirements. E.g., Use of Git, numbered versions]. The client review and approval process is as follows: [Detailed description of review process]. Project management protocols are: [Describe project management methods].
• Option B: Contractor will perform the services as described in Exhibit A, attached hereto and incorporated herein by reference.

2. Service Period

• Option A: The Services shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: The Services shall commence on [Start Date] and continue on a project basis as defined in Exhibit A.

Interim milestone dates include: [List Milestone Dates]

Final milestone date: [Date]

Progress reporting frequency: [Frequency. E.g., Weekly, Bi-weekly]

Meetings/Consultations: [Specify frequency and format]

3. Work Location

• Option A: The Services shall be performed remotely.
• Option B: The Services shall be performed onsite at [Client Address].
• Option C: The Services will be performed in a hybrid manner, both remotely and onsite. Onsite work will take place [Specify Onsite Work Schedule].

Access protocols for confidential client systems or sites: [Specify Access Protocols]

Client responsibilities regarding provision of assets, information, feedback, and approvals: [Detail Client Responsibilities]

4. Payment

• Option A: Client shall pay Contractor an hourly rate of [Hourly Rate].
• Option B: Client shall pay Contractor a fixed fee of [Fixed Fee] for the Services.
• Option C: Client shall pay Contractor according to the payment schedule in Exhibit B, attached hereto and incorporated herein by reference.

Regular invoicing schedule: [Frequency. E.g., Weekly, Bi-weekly, Monthly]

Acceptable payment methods: [List Payment Methods. E.g., Check, ACH, Wire Transfer]

Maryland Tax Requirements: Contractor is responsible for all self-employment taxes. If applicable, Contractor is responsible for collecting and remitting Maryland sales/use tax. Contractor is responsible for all required Maryland business registration or licensing.

5. Payment Terms

Net period: [Number] days

Late payment interest per Maryland law: [Specify interest rate or reference Maryland law].

Client’s refund obligations for non-accepted work: [Detail refund policy].

Reimbursement for pre-approved expenses: [Specify which expenses and approval process].

Requirements for payment if project is paused by client: [Detail payment terms for project pause].

6. Intellectual Property

• Option A: Client shall own all right, title, and interest in and to all work product created by Contractor in connection with the Services, including all intellectual property rights. Contractor hereby assigns all such rights to Client.
• Option B: Contractor retains ownership of all intellectual property rights in the work product. Client is granted a [Specify License Type. E.g., perpetual, non-exclusive] license to use the work product for [Specify Permitted Uses].
• Option C: Contractor owns the original design files, but grants the Client an exclusive commercial license for Maryland to use the work, as defined in Exhibit C.

Use of pre-existing materials or contractor’s portfolio rights: [Specify conditions].

Obligations to register works in Maryland or U.S. Copyright Office: [Specify responsibilities].

7. Confidentiality

Contractor shall maintain the confidentiality of all Client information and materials disclosed to Contractor in connection with the Services, including, but not limited to, proprietary information, trade secrets, and designs. Contractor shall not disclose any such information to any third party without Client’s prior written consent and shall adhere to Maryland trade secrets statutes.

8. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. Contractor is responsible for all state and federal self-employment taxes, insurance, and registration compliance. Client will not withhold taxes or provide employment benefits. Contractor is solely responsible for ensuring compliance with all worker classification standards and required business licenses in Maryland.

9. Liability for Breach

• Option A: In the event of a breach of this Agreement, the breaching party shall be liable for all damages suffered by the non-breaching party, including, but not limited to, direct damages, consequential damages, and reasonable attorney’s fees.
• Option B: Liability for breach shall be limited to the amount paid by the client to the contractor.

Maryland-specific remedies: [Specify remedies. E.g., Specific performance, injunction].

Indemnification: [Specify indemnification obligations].

Limits on damages: [Specify limits on damages].

10. Termination

• Option A: Client may terminate this Agreement at any time for any reason upon [Number] days’ written notice to Contractor.
• Option B: Either party may terminate this Agreement for cause upon [Number] days’ written notice to the other party.

Allowable grounds for termination: [Specify grounds for termination. E.g., Breach of contract, failure to perform].

Financial settlement of completed milestones: [Detail payment terms upon termination].

Return or destruction of confidential information: [Specify process].

Transition of unfinished work: [Detail process].

Client’s rights to withhold payment for uncompleted or non-conforming work: [Detail payment withholding policy].

11. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, the dispute shall be submitted to mediation in Maryland. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. Choice of Maryland law and forum: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Attorney fee allocation: [Specify attorney fee allocation]. Required pre-litigation notice: [Specify notice requirements].

12. Maryland Required Notices

This Agreement is subject to Maryland consumer contract laws. Non-compete clauses are subject to enforceability limits under Maryland law. No waiver of statutory rights is permitted.

13. Compliance

Contractor shall comply with all applicable industry and Maryland design regulations, including any mandated professional licensure, restrictions on use of certain software or state-licensed trademarks, and any data protection, copyright, or anti-discrimination rules.

14. Project-Specific Provisions

Client approval of subcontractors or assistants: [Specify approval process].

Contractor’s duty to maintain design records for statutory periods: [Specify retention period].

Insurance requirements: [Specify insurance requirements. E.g., General liability, professional liability/Errors & Omissions].

Required documentation for W-9 and tax records: [Specify documentation requirements].

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.

15. General Provisions

Any amendments to this Agreement must be in writing and signed by both parties. Electronic signatures shall be valid per Maryland law. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

____________________________

[Client Full Legal Name]

____________________________

[Independent Contractor Full Legal Name]