Minnesota creative independent contractor agreement template

Minnesota Creative Independent Contractor Agreement

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

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

1. Services

The Contractor agrees to provide the following creative services to the Client:

• Option A: [Description of Services - e.g., Graphic design services including logo creation, website mockups, and marketing materials]. Detailed description: [Detailed description]
• Option B: [Description of Services - e.g., Copywriting services including website content, blog posts, and email marketing campaigns]. Detailed description: [Detailed description]
• Option C: [Description of Services - e.g., Photography services including product photography, event photography, and portrait photography]. Detailed description: [Detailed description]
• Option D: [Description of Services - e.g., Video Production services including promotional videos, explainer videos, and social media content]. Detailed description: [Detailed description]

2. Deliverables and Timeline

The Contractor shall deliver the following deliverables to the Client according to the following timeline:

• Option A:
  • Deliverable 1: [Description of Deliverable - e.g., Initial logo concepts] Due Date: [Date]
  • Deliverable 2: [Description of Deliverable - e.g., Website mockup] Due Date: [Date]
  • Deliverable 3: [Description of Deliverable - e.g., Final logo files] Due Date: [Date]
• Option B:
  • Revision Policy: [Number] revisions allowed. Scope of revisions: [Scope of revisions, e.g., minor text edits only]. Approval timeline: [Number] days.
  • Method of Submission: [Digital file format, e.g., .jpg, .pdf] via [Transfer protocol, e.g., email, Dropbox].

3. Meetings and Communication

The Contractor and Client will communicate as follows:

• Option A: Required meetings: [Number] meetings. Frequency: [e.g., Weekly]. Method: [e.g., Video call].
• Option B: Communication methods: [Email, Video call, In-person]. Project Management expectations: [Use of project management software, e.g., Asana, Trello]. Status update frequency: [e.g., Daily, Weekly].

4. Work Location

The Contractor will perform the services at the following location:

• Option A: Remote location.
• Option B: Client site: [Address]. Equipment use: [Description of equipment to be used]. Workspace access: [Description of workspace access].
• Option C: Third-party studio: [Name and Address]. Client-supplied hardware/software: [List of hardware/software].

5. Payment

The Client shall pay the Contractor as follows:

• Option A: Fee structure: [Hourly, Per project, Retainer, Royalties, Per milestone]. Fee rate: [Amount].
• Option B: Schedule for invoicing: [e.g., Upon completion of each milestone, Monthly]. Documentation required for payment approval: [e.g., Timesheets, Invoices with detailed description of services].
• Option C: Minnesota State and Local Taxes: Contractor is responsible for all applicable Minnesota state and local taxes.
• Option D: Reimbursement of expenses: [Description of reimbursable expenses, e.g., travel, equipment purchases]. Documentation standards: [Receipts required].
• Option E: Payment method: [e.g., Check, Direct deposit]. Payment schedule: [e.g., Within 30 days of invoice receipt].
• Option F: Late payment penalties: [e.g., 1.5% interest per month on overdue invoices].
• Option G: Fee adjustment procedures for scope changes: Any changes to the scope of work will require a written amendment to this Agreement and may result in an adjustment to the fees.

6. Intellectual Property

The ownership of intellectual property created under this agreement shall be determined as follows:

• Option A: Work for hire: All intellectual property rights shall belong to the Client.
• Option B: License: The Contractor grants the Client a [Exclusive, Non-exclusive] license to use the intellectual property for [Territory, Purpose].
  • Timing of transfer: [Upon payment, Upon completion].
• Option C: Moral rights waiver or assertion: [Moral rights are waived to the extent permitted by law].
• Option D: Credit attribution: [The Contractor shall be credited as the creator of the work].
• Option E: Use of contractor portfolio: The Contractor has the right to display the work in their portfolio.
• Option F: Pre-existing or third-party materials: The Contractor warrants that they have the right to use any pre-existing or third-party materials used in the creation of the work.

7. Confidentiality

The Contractor shall maintain the confidentiality of the Client's confidential information, including:

• Unpublished materials, client concepts, marketing plans, campaign strategy, trade secrets.
• NDA language conforming to Minnesota business practices.
• Data privacy and security requirements.

8. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Client.

• Contractor is not an employee and is not eligible for benefits.
• Contractor is responsible for their own tax filings (withholdings, estimated tax payments, self-employment tax).
• Minnesota unemployment and workers’ compensation law exemptions apply.
• Insurance obligations (professional liability, errors and omissions, general liability, if required).
• Indemnification provisions.

9. Liability and Indemnity

The Contractor shall be liable for any damages caused by their breach of this Agreement.

• Breaches include missed deadlines, artistic nonconformity, intellectual property infringement, confidentiality breaches, damages to client property.
• Remedies include right to cure, refund, liquidated damages, injunction.

10. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• Good faith negotiation.
• Mediation/arbitration preference.
• Venue and governing law designated as Minnesota (citing Minn. Stat. references).
• Prevailing party fee provisions.
• Small claims eligibility if permitted.

11. Termination

This Agreement may be terminated as follows:

• Contract end date: [Date].
• Early termination by notice: [Number] days required by either party.
• Immediate termination for cause (material breach, legal violations).
• Effect of termination (ownership of partial deliverables, partial fee payment/refund, obligation to return client property/data, transition assistance).

12. Non-Solicitation and Non-Competition

Consistent with Minnesota law limitations on enforceability (see Minn. Stat. § 181.988 for restrictive covenants), the Contractor agrees not to solicit the Client's employees or customers during the term of this Agreement and for a period of [Number] months following termination.

• Duration: [Number] months.
• Geographic scope: [e.g., Minnesota].
• Activities covered: [e.g., Soliciting clients, competing with the Client's business].

13. Compliance with Laws

The Contractor shall comply with all applicable Minnesota laws, including:

• Licensing for specific creative professions if required.
• Sales tax registration/remittance duties for creative works/freelance services (consulting local DOR guidance).
• Industry-specific regulations (e.g., children’s advertising, copyright law, mandates related to work containing personal data, and FEIN requirement for business structure).

14. Insurance

The Contractor shall maintain general business insurance as required by the Client.

• Details on risk allocation.
• Waiver of subrogation.
• Proof of insurance documents.

15. Amendments

Any changes to this Agreement must be in writing and signed by both parties.

16. Recordkeeping and Audit Rights

The Contractor shall maintain accurate records of all work performed under this Agreement. Minnesota auditors may have access for tax or government contracts.

17. Notices

All notices under this Agreement must be in writing and delivered as follows:

• Valid delivery methods (email, certified mail, personal service).

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Severability

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

20. Assignment

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

21. Waiver

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

22. Signatures

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

____________________________
[Client Name]

____________________________
[Contractor Name]
Electronic or ink signatures are acceptable under Minnesota ESIGN and UETA.