Massachusetts creative independent contractor agreement template

Massachusetts Creative Independent Contractor Agreement

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

[Client Legal Name], located at [Client Address], with email address [Client Email] and phone number [Client Phone] ("Client"), and

[Contractor Legal Name], located at [Contractor Address], with email address [Contractor Email] and phone number [Contractor Phone] ("Contractor").

1. Scope of Services

Option A: The Contractor shall provide the following creative services to the Client: [Detailed Description of Services, e.g., "Graphic design services, including logo design, website mockups, and marketing collateral creation."]

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

Detailed Scope: The Contractor will provide services that meet the following standards: [Service Standards, e.g., "All designs will be original, high-resolution, and delivered in the specified file formats."] The aesthetic requirements are as follows: [Aesthetic Requirements, e.g., "Designs should align with the Client's existing brand guidelines and target audience."] Reference materials include: [Reference Materials, e.g., "Client's brand book, website, and competitor analysis."]

Approval Process: Deliverables will be submitted to [Client Contact Person] for review. The client will provide feedback within [Number] business days. The Contractor will implement [Number] rounds of revisions based on client feedback.

Deadlines & Milestones:

Milestone 1: [Milestone Description] - Due Date: [Date]

Milestone 2: [Milestone Description] - Due Date: [Date]

Final Delivery: [Date]

2. Work Location and Access

Option A: The Contractor will perform the services remotely.

Option B: The Contractor will perform the services on-site at [Client Location]. The Contractor will have access to the following: [List of Access, e.g., "Client's design software, server, and meeting rooms."] The Contractor will adhere to all applicable Massachusetts workplace safety standards.

3. Compensation

Option A: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.

Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the services.

Option C: The Client shall pay the Contractor as follows:

Initial Deposit: [Dollar Amount] due upon signing this agreement.

Payment Schedule: [Payment Schedule, e.g., "50% upon completion of Milestone 1, 50% upon final delivery."]

Invoicing: The Contractor shall submit invoices to the Client [Invoice Frequency, e.g., "monthly"].

Payment Method: Payments shall be made via [Payment Method, e.g., "check, bank transfer"].

Due Date: Payments are due within [Number] days of invoice receipt.

Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage] per month.

Taxes: The Contractor is solely responsible for all federal and Massachusetts taxes, including self-employment tax. The Client will issue a 1099-NEC form to the Contractor.

4. Intellectual Property

Option A: Work Made for Hire: All intellectual property rights in the deliverables shall be owned by the Client.

Option B: Copyright Assignment: The Contractor hereby assigns to the Client all right, title, and interest in and to the copyright in the deliverables.

Option C: Licensing: The Contractor grants to the Client a [Type of License, e.g., "non-exclusive, perpetual"] license to use the deliverables for [Permitted Uses, e.g., "marketing and advertising purposes."]

Waiver of Moral Rights: To the extent permitted by law, the Contractor waives all moral rights in the deliverables.

Delivery of Original Files: The Contractor shall deliver all original files to the Client upon completion of the services.

Crediting: [Crediting Requirements, e.g., "The Client shall credit the Contractor in all publications of the deliverables."]

Portfolio Usage: The Contractor [Is/Is Not] permitted to use the deliverables in their portfolio.

5. Confidentiality and Data Protection

The Contractor shall not disclose any confidential information of the Client to any third party. Confidential information includes, but is not limited to, [Examples of Confidential Information, e.g., "Client's business plans, customer data, and financial information."]

The Contractor shall not use or disclose the deliverables prior to public release without the Client's written consent.

Data Privacy: If the Contractor handles personal data of Massachusetts residents, the Contractor shall comply with all applicable Massachusetts data privacy laws.

6. Independent Contractor Status

It is understood and agreed that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship under Massachusetts law, including M.G.L. c. 149, § 148B.

Freedom from Control: The Client does not control the manner or means by which the Contractor performs the services.

Outside Usual Course of Business: The services provided by the Contractor are outside the usual course of the Client's business.

Independently Established Trade: The Contractor is engaged in an independently established trade, occupation, profession, or business of the same nature as the services performed.

The Contractor is responsible for their own insurance, taxes, permits, and benefits.

7. Insurance

Option A: The Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Option B: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

Option C: No insurance required.

Responsibility for Claims: The Contractor shall be responsible for any third-party claims arising from the Contractor's negligence or breach of this Agreement.

8. Subcontracting

The Contractor shall not subcontract any of the services without the Client's written consent.

9. Client-Supplied Materials

The Client warrants that it has all necessary rights in the materials provided to the Contractor.

The Client shall indemnify the Contractor against any claims arising from the use of the Client-supplied materials.

10. Acceptance of Deliverables

The Client shall review the deliverables within [Number] business days of delivery.

The Client shall provide the Contractor with specific feedback regarding any revisions required.

The Contractor shall implement the revisions within [Number] business days.

The deliverables shall be deemed accepted upon the Client's written approval.

11. Breach and Remedies

In the event of a breach of this Agreement, the non-breaching party shall be entitled to [Remedies, e.g., "damages, specific performance, and injunctive relief."]

Limits of Liability: The Contractor's liability shall be limited to the amount of compensation paid under this Agreement.

12. Termination

Option A: This Agreement shall terminate upon completion of the services.

Option B: Either party may terminate this Agreement upon [Number] days' written notice.

Compensation for Work Performed: Upon termination, the Contractor shall be compensated for all work performed up to the date of termination.

Handover Obligations: Upon termination, the Contractor shall deliver all deliverables and original files to the Client.

13. Dispute Resolution

The parties shall attempt to resolve any disputes through good-faith negotiation.

Option A: If negotiation fails, the parties shall submit the dispute to mediation in [City, Massachusetts].

Option B: If negotiation fails, the parties shall submit the dispute to binding arbitration in [City, Massachusetts].

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any legal action arising out of this Agreement shall be brought in the courts of Massachusetts.

14. Compliance with Massachusetts Law

The Contractor shall comply with all applicable Massachusetts laws, including wage and hour statutes, anti-discrimination requirements, and sales tax laws.

15. Sector-Specific Issues

[Examples: Releases for models/third-party subjects, permission for use of third-party materials, compliance with the Massachusetts right of publicity and defamation laws, and use of software or fonts with proper licensing.]

16. Recordkeeping

The Contractor shall maintain accurate records of all work performed and expenses incurred.

17. Non-Compete/Non-Solicitation (Optional)

Non-Compete: The Contractor is [Not/Is] obligated to refrain from working with clients competitive to the Client for a period of [Number] months within [Geographic Area].

Non-Solicitation: The Contractor agrees not to solicit the Client's employees or customers for a period of [Number] months after the termination of this Agreement.

18. 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.

19. Assignment

This Agreement shall not be assigned by either party without the written consent of the other party.

20. Notices

All notices shall be sent to the addresses listed above.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

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

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title]