Minnesota design independent contractor agreement template

Minnesota Design Independent Contractor Agreement

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

• [Client Legal Name], located at [Client Address], hereinafter referred to as "Client," and
• [Contractor Legal Name], located at [Contractor Address], hereinafter referred to as "Contractor."

Scope of Work

• Option A: The Contractor shall provide the following design services to the Client: [Description of Services]. This includes:
  • Graphic design services for print media.
  • Web design services for digital platforms.
• Option B: The Contractor will perform services as described in Exhibit A (Project Brief).
  • Services encompass branding and identity design.
  • Services involve creating UI/UX interfaces.

Deliverables

• Option A: The Contractor shall deliver the following: [List of Deliverables]. File formats will be [File Formats].
  • A final logo design in vector format.
  • Website mockups as layered PSD files.
• Option B: Deliverables are detailed in Exhibit B (Deliverables Schedule).
  • Draft designs will be provided for review and feedback.
  • Source files will be provided upon final payment.

Project Timeline

• Option A: The project will commence on [Start Date] and is expected to be completed by [End Date]. Key milestones: [List of Milestones and Deadlines].
  • Initial concept due [Date].
  • Final design approval by [Date].
• Option B: Refer to Exhibit C (Project Timeline) for detailed milestones.
  • Feedback cycles will be completed within [Number] days.
  • Submission of final assets via [Platform/Method].

Workplace Arrangements

• Option A: The Contractor will perform services remotely.
• Option B: The Contractor will perform services on-site at the Client's location at [Client Address].
  • The contractor needs access to [List Access Needs, e.g., specific software licenses].
  • The Client will provide a workstation.

Compensation and Payment

• Option A: The Client shall pay the Contractor at an hourly rate of [Hourly Rate]. Total estimated compensation is [Estimated Total].
• Option B: The Client shall pay the Contractor a flat fee of [Flat Fee].
• Option C: Payment will be made per milestone as follows: [Milestone Payment Schedule].
• Accepted Payment Methods: [List Accepted Payment Methods]
• Invoice Procedures: Invoices shall be submitted [Frequency] and include [Required Information].
• Reimbursement for Pre-Approved Expenses: [Details on expense reimbursement, e.g., fonts, stock photos]. Minnesota sales tax will be applied as required by law.

Intellectual Property

• Option A: All original work created by the Contractor shall be owned by the Client. Copyright is assigned to the Client upon final payment.
• Option B: The Contractor retains ownership of original work, but grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the designs.
• Moral rights are waived to the extent permissible under Minnesota law.
• Client-Provided Materials: [Terms regarding use of Client's existing materials].

Confidentiality

• The Contractor agrees to hold all Client information confidential.
• This includes [Specific types of confidential information, e.g., trade secrets, customer lists].
• The Contractor will comply with all applicable Minnesota laws regarding data privacy.

Independent Contractor Status

• The Contractor is an independent contractor and not an employee of the Client.
• The Client will not provide employee benefits.
• The Contractor is responsible for their own Social Security, Medicare, and other taxes.
• The Contractor is responsible for workers' compensation and insurance.
• Indemnification: The Contractor agrees to indemnify the Client against any claims of worker misclassification under Minnesota law (Minnesota Statutes §181.723).

Client Feedback and Communication

• Feedback shall be provided within [Number] days of deliverable submission.
• Communication will primarily occur via [Communication Method, e.g., email, project management software].
• Regular project status updates will be provided [Frequency].

Non-Compete and Non-Solicitation

• Option A: The Contractor agrees not to compete with the Client within a [Geographic Area] for a period of [Duration] following the termination of this Agreement.
• Option B: The Contractor agrees not to solicit the Client's employees or customers for a period of [Duration] following the termination of this Agreement.
• These clauses are subject to Minnesota law regarding reasonableness of scope and duration.

Liability and Indemnity

• The Contractor's liability is limited to the amount paid by the Client under this Agreement.
• The Contractor will indemnify the Client against claims of third-party intellectual property infringement arising from the Contractor's work, excluding Client-provided materials.

Dispute Resolution

• The parties agree to first attempt to resolve any disputes through good faith negotiation.
• If negotiation fails, the parties agree to mediation in [City, Minnesota].
• Governing Law: This Agreement shall be governed by the laws of the State of Minnesota.

Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice.
• Option B: The Client may terminate this Agreement for cause immediately.
• Upon termination, the Contractor shall deliver all work in progress and be paid for work completed to date.

Assignment and Subcontracting

• The Contractor may not assign or subcontract this Agreement without the Client's written consent.

Force Majeure

• Neither party shall be liable for delays caused by events beyond their reasonable control, including acts of God, war, or government regulations.

Signatures

• This Agreement may be executed in counterparts, including electronic signatures authorized under the Minnesota Uniform Electronic Transactions Act.

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

Date: [Date]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]

Date: [Date]

Exhibits:

• Exhibit A: Project Brief
• Exhibit B: Deliverables Schedule
• Exhibit C: Project Timeline

Required Notices:

• Both parties acknowledge receipt of these written terms.
• The Contractor acknowledges responsibility for compliance with Minnesota New Hire Reporting requirements (if applicable) and unemployment insurance exclusions.