Michigan creative independent contractor agreement template

Michigan Creative Independent Contractor Agreement

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

• [Client Name], a [Client Business Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client,"
  • [Client Contact Name]
  • [Client Contact Title]
  • [Client Phone Number]
  • [Client Email Address]
  • Michigan Business Registration Number (if applicable): [Client Registration Number]

and

• [Contractor Name], a [Contractor Business Entity Type] with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor."
  • [Contractor Contact Name]
  • [Contractor Contact Title]
  • [Contractor Phone Number]
  • [Contractor Email Address]
  • Michigan Business Registration Number (if applicable): [Contractor Registration Number]

1. Scope of Services

Contractor agrees to provide the following creative services to Client: [Detailed Description of Services, e.g., Graphic Design for a new website, including logo design, wireframes, and mockups. This description should include deliverables, phases, milestones, style requirements, format specifications, and technical standards.]

• Deliverables: [List of specific deliverables, e.g., Logo files in AI, EPS, and PNG formats; Website wireframes in PDF format; Website mockups in PSD or Figma format.]
• Project Phases: [List of project phases, e.g., Discovery, Design, Development, Testing, Delivery.]
• Milestones: [List of project milestones, e.g., Completion of logo design, Approval of website wireframes, Completion of website mockups, Launch of website.]
• Assignment Dates: [Specific deadlines for each deliverable and milestone.]

2. Project Timeline and Deadlines

Contractor agrees to adhere to the following project timeline and deadlines:

• Draft Submission Deadline: [Date]
• Final Submission Deadline: [Date]
• Revision Limits: [Number] revisions included in the base fee.
• Client Feedback Process: Client will provide feedback within [Number] business days of each submission.
• Final Acceptance: Client will provide final acceptance or request additional revisions within [Number] business days of the final submission.

3. Work Location and Resources

• Option A: Work will be performed [Onsite] at Client's location: [Client Location Address].
• Option B: Work will be performed [Offsite] at Contractor's location.
• Option C: Work will be performed [Hybrid], with [Number] days per week onsite at Client's location.

• Access Requirements: [Specify any access requirements, e.g., Security badge, VPN access.]
• Client-Provided Resources: Client will provide the following resources: [List of resources, e.g., Computer, Software licenses, Access to servers.]
• Content Delivery Protocols: [Specify content delivery protocols, e.g., Dropbox, Google Drive, FTP.]

4. Fees and Payment

• Option A: Hourly Rate: Contractor will be paid at a rate of [Dollar Amount] per hour.
• Option B: Per-Project Fee: Contractor will be paid a fixed fee of [Dollar Amount] for the entire project.
• Option C: Per-Milestone Payment: Contractor will be paid according to the following milestone schedule:
  • Milestone 1: [Milestone Description] - [Dollar Amount]
  • Milestone 2: [Milestone Description] - [Dollar Amount]
• Option D: Retainer: [Dollar Amount] per [Month/Quarter/Year]

• Invoice Submission: Contractor will submit invoices [Frequency, e.g., monthly, upon completion of each milestone].
• Supporting Documentation: Invoices must include [List of required documentation, e.g., time sheets, expense reports].
• Payment Method: Client will pay Contractor via [Payment Method, e.g., Check, ACH, Wire Transfer].
• Payment Schedule: Client will pay Contractor within [Number] days of receipt of invoice.
• Sales Tax: [Specify whether sales tax is applicable and who is responsible for paying it, in compliance with Michigan law.]
• Reimbursement: Client will reimburse Contractor for pre-approved expenses up to [Dollar Amount], with receipts.
• Late Payment Penalty: Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Michigan law, whichever is lower.

5. Intellectual Property

• Option A: Client Ownership: All intellectual property rights in the work product created by Contractor for Client shall be owned by Client. Contractor hereby irrevocably assigns all right, title, and interest in and to such work product to Client, including all copyrights, patent rights, trade secret rights, and other proprietary rights. This assignment is considered a "work made for hire" under Michigan and federal copyright law to the extent applicable, and Contractor agrees to execute any further documents necessary to confirm Client's ownership.
• Option B: Licensing: Client is granted a [Exclusive/Non-Exclusive], [Commercial/Personal] license to use the work product in [Territory, e.g., worldwide] for a period of [Duration, e.g., perpetual, 5 years].

• Moral Rights: To the extent permitted by Michigan law, Contractor waives all moral rights in the work product.
• Portfolio Use: Contractor may use the work product in their portfolio and for self-promotional purposes, subject to Client's prior written approval.

6. Third-Party Materials

• Approval: Use of any third-party materials or stock content requires Client's prior written approval.
• Licensing: Contractor is responsible for obtaining all necessary licenses for third-party materials and ensuring compliance with all applicable copyright laws.
• Indemnification: Contractor will indemnify and hold Client harmless from any claims of copyright infringement arising from the use of third-party materials.

7. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, and is not entitled to any employee benefits, including unemployment insurance or workers' compensation, in accordance with Michigan law. Contractor shall provide Client with a completed IRS Form W-9 and, if applicable, Michigan Form 5080 (Self-Employed Declaration).

8. Confidentiality

Contractor agrees to hold all confidential information of Client in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to, [List specific examples of confidential information, e.g., Client's trade secrets, customer lists, financial information]. This obligation shall continue for [Duration, e.g., 5 years, indefinitely] after the termination of this Agreement, and is governed by the Michigan Uniform Trade Secrets Act.

9. Non-Solicitation/Non-Competition

• Option A: Non-Solicitation: For a period of [Number] months following the termination of this Agreement, Contractor agrees not to solicit any employees or customers of Client. This restriction applies within [Geographic Area, e.g., the State of Michigan].
• Option B: Non-Competition: For a period of [Number] months following the termination of this Agreement, Contractor agrees not to engage in any business that directly competes with Client within [Geographic Area, e.g., the City of Detroit].

(Note: Michigan courts narrowly construe non-competition agreements. These clauses must be reasonable in duration, geographic scope, and scope of prohibited activities.)

10. Liability and Indemnification

Contractor shall be liable for any breach of this Agreement, including but not limited to missed deadlines, substandard work, or copyright infringement. Client shall be liable for any breach of this agreement, including but not limited to late payment of contractor fees or unlawful disclosure of confidential information. Contractor agrees to indemnify and hold Client harmless 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’s actions, materials, or representations.

• Damages Cap: Client's liability to Contractor shall be limited to the amount of fees paid to Contractor under this Agreement.

11. Insurance

• Requirement: Contractor shall maintain [Type of Insurance, e.g., Professional Liability Insurance, General Liability Insurance] with coverage of at least [Dollar Amount]. Contractor shall provide Client with proof of insurance upon request.
• Optional: Client must maintain insurance coverage for equipment being provided to contractor.

12. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement and that this Agreement does not conflict with any other agreement to which it is a party. Contractor further represents and warrants that the work product will be original and will not infringe upon the intellectual property rights of any third party.

13. Assignment and Subcontracting

• Option A: Assignment Prohibited: Neither party may assign this Agreement without the prior written consent of the other party.
• Option B: Subcontracting Allowed: Contractor may subcontract portions of the work, provided that Contractor remains responsible for the performance of all subcontractors and ensures that subcontractors comply with all terms of this Agreement. Subcontractor approval by Client is required.

14. Project Management and Communication

• Authorized Representatives: Client's authorized representative is [Client Representative Name]. Contractor's authorized representative is [Contractor Representative Name].
• Preferred Communication Method: [Email/Phone/Project Management Software]
• Status Updates: Contractor will provide status updates [Frequency, e.g., weekly, bi-weekly].

15. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the parties agree to submit the dispute to [Mediation/Binding Arbitration] in [City, Michigan]. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Exclusive venue for any litigation shall be in the state or federal courts located in [County, Michigan].

16. Termination

• Option A: Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches this Agreement.

Upon termination, Contractor shall deliver to Client all work product completed up to the date of termination, and Client shall pay Contractor for all work performed up to the date of termination.

17. 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, including but not limited to acts of God, war, terrorism, or natural disasters. The affected party shall provide prompt written notice to the other party of the force majeure event.

18. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Michigan's Right of Publicity/Privacy laws.

19. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

20. Severability

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

21. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

22. 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 is governed by Michigan law.

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

_______________________________
[Client Name]

[Client Title]

[Date]

_______________________________
[Contractor Name]

[Contractor Title]

[Date]