Michigan design independent contractor agreement template

Michigan Design Independent Contractor Agreement

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

• [Client Name], with a business address at [Client Business Address], and if applicable, doing business as (DBA) or registered with the Michigan Department of Licensing and Regulatory Affairs (LARA) under registration number [Client Business Registration Number] (“Client”),

and

• [Contractor Name], with a business address at [Contractor Business Address], and if applicable, doing business as (DBA) or registered with the Michigan Department of Licensing and Regulatory Affairs (LARA) under registration number [Contractor Business Registration Number] (“Contractor”).

1. Scope of Services

• The Contractor agrees to provide the following design services to the Client: [Description of Design Services, including specific tasks, deliverables, file formats, media, creative direction, research, and revisions included]. This may include, but is not limited to graphic design, UI/UX design, industrial design, web design, branding, or presentation design.
• Option A: The Contractor will provide services as outlined in Exhibit A, attached hereto and incorporated herein.
• Option B: The Contractor will provide services according to mutually agreed upon project briefs.

2. Project Timeline and Milestones

• The project shall commence on [Start Date] and is estimated to be completed by [End Date]. The project will proceed according to the following milestones:
• Milestone 1: [Milestone 1 Description] - Due Date: [Date]. Acceptance Procedure: [Client Review and Written Approval]
• Milestone 2: [Milestone 2 Description] - Due Date: [Date]. Acceptance Procedure: [Client Review and Written Approval]
• Milestone 3: [Milestone 3 Description] - Due Date: [Date]. Acceptance Procedure: [Client Review and Written Approval]

3. Location of Work

• The services will be performed:
• Option A: Remotely.
• Option B: On-site at the Client's Michigan location: [Client Address].
• Option C: A combination of remote and on-site work as follows: [Specifics of Remote and On-Site Work]. The Contractor will attend in-person meetings as reasonably requested by the Client. Requirements for access to confidential materials, collaboration tools, software licenses, and hardware are detailed in Section 7.

4. Compensation and Payment

• For the services provided, the Client shall pay the Contractor as follows:
• Option A: A fixed fee of [Dollar Amount].
• Option B: An hourly rate of [Dollar Amount] per hour.
• Option C: Based on milestones as follows: [Milestone]: [Dollar Amount].
• Option D: A retainer of [Dollar Amount] per [Time Period].
• Michigan sales/use tax: [State Whether Sales Tax is Applicable and if so, the Rate].
• Payment Schedule: [Detailed Payment Schedule, e.g., upon invoice, within 30 days of invoice].
• Invoicing Procedure: The Contractor shall submit invoices to [Client Contact/Department] at [Email Address].
• Late Payment: Overdue payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by Michigan law.

5. Intellectual Property

• "Work Product" shall mean all deliverables created by the Contractor for the Client under this Agreement, including visual assets, digital files, and source files.
• Option A: The Client shall own all right, title, and interest in and to the Work Product upon full payment.
• Option B: The Contractor retains copyright to the Work Product and grants the Client a perpetual, non-exclusive license to use the Work Product for [Specific Purposes].
• Moral Rights: The Contractor waives all moral rights in the Work Product to the extent permitted by law.
• Attribution: The Contractor [Shall/Shall Not] be entitled to attribution for the Work Product.
• Third-Party IP: The Contractor warrants that the Work Product will not infringe upon the intellectual property rights of any third party, including fonts, stock images, etc., and provides written confirmation that all deliverables do not infringe others’ rights.

6. Confidentiality

• The Contractor agrees to hold confidential all Client trade secrets, proprietary information, and personal information obtained during the course of this engagement. The Contractor will comply with Michigan's Identity Theft Protection Act.
• Upon completion or termination, the Contractor shall return or destroy all Client confidential information.

7. Independent Contractor Status

• The parties agree that the Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for all state and federal taxes, insurance, and business licenses. The Contractor is not entitled to any employee benefits.
• The Contractor shall provide proof of professional liability/errors & omissions insurance in the amount of [Dollar Amount].
• If working on-site, the Contractor shall provide proof of general liability insurance in the amount of [Dollar Amount].

8. Subcontracting and Assignment

• The Contractor [Shall/Shall Not] subcontract, assign, or delegate any of its obligations under this Agreement without the prior written consent of the Client.

9. Liability and Indemnification

• The Contractor shall be responsible for late delivery, non-compliant design, copyright infringement, data loss, or breach of confidentiality.
• The Contractor's liability shall be limited to [Dollar Amount]. The Client's remedies are limited to cure and notice periods.
• The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, damages, losses, liabilities, and expenses arising out of or related to the Contractor's breach of this Agreement.

10. Non-Solicitation/Non-Compete

• Option A: The Contractor agrees not to solicit the Client's employees or customers for a period of [Number] years following the termination of this Agreement.
• This restriction applies within a [Geographic Area].
• Option B: The Contractor agrees not to engage in any business that competes with the Client's business for a period of [Number] years following the termination of this Agreement.
• This restriction applies within a [Geographic Area].
• The Contractor shall not use or represent the Client’s mark without express consent.

11. Term and Termination

• This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the services, whichever is earlier.
• Option A: Either party may terminate this Agreement upon [Number] days written notice.
• Option B: The Client may terminate this Agreement immediately if the Contractor breaches any material term of this Agreement.
• Upon termination, the Contractor shall deliver all incomplete designs and files to the Client. The Client shall pay the Contractor for all services performed up to the date of termination. The Contractor’s confidentiality obligations shall survive termination.

12. Dispute Resolution

• The parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through negotiation. If negotiation fails, the parties agree to submit the dispute to mediation in [City, Michigan].
• If mediation fails, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Venue for any legal action shall be in [County], Michigan.

13. Compliance with Laws

The Contractor shall comply with all applicable Michigan and municipal laws, including professional licensing (if required), sales/use tax registration, data and privacy statutes, and industry best practice standards.

14. Portfolio Rights

The Contractor [Shall/Shall Not] have the right to showcase finished work in their portfolio or marketing materials, subject to the Client's confidentiality or embargo periods.

15. Audits

The Client reserves the right to audit or inspect the Contractor's work for quality assurance, security, and proper tax documentation in line with Michigan audit practices.

16. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Counterparts/Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted as valid signatures.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]