Mississippi design independent contractor agreement template

Mississippi Design Independent Contractor Agreement

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

• [Client Name], residing at [Client Address], with phone number [Client Phone Number] and email address [Client Email] ("Client"),

and

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

1. Design Services

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

• Option A: Detailed Description: [Detailed description of the design services, including project scope, objectives, and specific tasks. E.g., "Develop a branding package including logo, color palette, and style guide."]
• Option B: Attachment: See attached Exhibit A, which details the specific design services to be provided.

Deliverables:

• [List of deliverables, e.g., Logo files in various formats, website mockups, print-ready brochures].
• File Formats: [Specify file formats, e.g., .AI, .PSD, .PDF, .JPG].

Revisions:

• Option A: Limited Revisions: Includes [Number] rounds of revisions.
• Option B: Unlimited Revisions: Includes unlimited reasonable revisions.

Deadlines:

• Draft Submission: [Date]
• Final Submission: [Date]

Approval Protocol: The Client will provide feedback within [Number] days of each submission. Approval will be indicated by [Method of approval, e.g., email confirmation].

2. Project Management and Communication

The Contractor and Client agree to the following:

• Milestones: [List project milestones and corresponding dates].
• Review Periods: Client review periods will be [Number] days following each milestone delivery.
• Feedback Timeline: Client shall provide feedback within [Number] days of receipt of each submission.
• Communication Channels: Primary communication will be through [Email/Phone/Project Management Software, e.g., Asana, Slack]. The parties agree to use [Project Management Tool] for tracking progress and communication.

3. Work Location

The Contractor will perform the services:

• Option A: Remote: Primarily remotely.
• Option B: On-Site: At the Client's premises located at [Client Address]. On-site consultations will be required [Frequency, e.g., weekly].
• Option C: Mixed: A combination of remote and on-site work, as agreed upon by both parties. On-site presence will be required for [Specific tasks or meetings].

If work is performed on-site, the Contractor will adhere to the Client's reasonable safety and security protocols.

4. Compensation

The Client will compensate the Contractor as follows:

• Option A: Per-Project: A total fee of [Dollar Amount].
• Option B: Hourly: At an hourly rate of [Dollar Amount] per hour.
• Option C: Milestone-Based: Payments will be made upon completion of the following milestones:
  • [Milestone 1]: [Dollar Amount]
  • [Milestone 2]: [Dollar Amount]
• Option D: Retainer: A monthly retainer of [Dollar Amount].

Payment Schedule:

• [Detailed payment schedule, e.g., 50% upfront, 50% upon completion].

Invoicing: The Contractor will submit invoices to the Client [Frequency, e.g., monthly], including detailed descriptions of services rendered and supporting documentation.

Taxes: The Contractor is responsible for all self-employment taxes and other applicable taxes, including any Mississippi sales/use tax on taxable deliverables. The Client will issue an IRS Form 1099-NEC to the Contractor if payments exceed $600 in a calendar year.

Late Payment Penalties: Late payments will be subject to a penalty of [Percentage]% per month, or the maximum amount allowed under Mississippi law, whichever is lower.

5. Intellectual Property

• Option A: Work Made for Hire: All designs, concepts, and materials created by the Contractor under this Agreement shall be considered "works made for hire" under the U.S. Copyright Act, and the Client shall own all right, title, and interest in and to such works.
• Option B: Assignment: The Contractor hereby assigns to the Client all right, title, and interest in and to the designs, concepts, and materials created under this Agreement, including all copyrights.
• Option C: License: The Contractor grants the Client a [Exclusive/Non-Exclusive] license to use, modify, and reproduce the designs, concepts, and materials created under this Agreement.

Client Rights: The Client has the right to modify, reproduce, and sublicense the design work.

Contractor's Rights: The Contractor retains the right to use the design work in their portfolio for promotional purposes.

Third-Party Materials: The Contractor will disclose any third-party licensed materials (fonts, stock images) used in the design work, and is responsible for ensuring proper licensing unless otherwise agreed.

Mississippi Law: This section is governed by Mississippi intellectual property law.

6. Confidentiality

The Contractor agrees to hold all Client data, design concepts, and trade secrets in strict confidence and will not disclose such information to any third party. This obligation shall survive the termination of this Agreement. Any breach of confidentiality may result in legal action under Mississippi law.

Remedies: In the event of a breach of confidentiality, the Client shall be entitled to injunctive relief and monetary damages.

7. Independent Contractor Status

The Contractor is an independent contractor under Mississippi Code § 71-1-25, and not an employee of the Client. The Contractor is responsible for all self-employment taxes, workers' compensation insurance, business licenses, and compliance with all applicable Mississippi business regulations. The Contractor is not eligible for any employee benefits from the Client.

8. Insurance

The Contractor shall maintain the following insurance coverage:

• Professional Liability Insurance: [Amount]
• General Liability Insurance: [Amount]

The Contractor shall provide proof of insurance coverage to the Client upon request.

9. Limitation of Liability and Indemnification

The Contractor's liability for design flaws, missed deadlines, breaches of confidentiality, or IP infringement shall be limited to [Dollar Amount]. The Contractor shall indemnify and hold harmless the Client against any third-party claims arising from the Contractor's work, except to the extent caused by the Client's own negligence.

10. Termination

• Option A: Mutual Termination: This Agreement may be terminated by mutual written agreement of both parties.
• Option B: Termination by Client: The Client may terminate this Agreement for convenience with [Number] days' written notice. The Client may terminate this Agreement for cause (breach of contract) immediately upon written notice.
• Option C: Termination by Contractor: The Contractor may terminate this Agreement for material breach or non-payment by the Client with [Number] days' written notice.

Obligations Upon Termination:

• The Contractor shall deliver all completed and work-in-progress deliverables to the Client.
• The Contractor shall transfer all rights to work-in-progress to the Client, as applicable.
• Post-termination compensation will be paid for all services rendered up to the date of termination.

11. Contract Amendments, Assignment, and Non-Solicitation

• Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the written consent of the other party.
• Non-Solicitation: During the term of this Agreement and for [Number] years thereafter, the Contractor shall not solicit the Client's employees or customers. (Note: This clause may be subject to Mississippi public policy review for enforceability).

12. Acceptance Procedures

• Client Feedback: The Client will provide formal feedback to the Contractor within [Number] days of each submission.
• Acceptance: Acceptance is defined as [Criteria for acceptance, e.g., written confirmation of satisfaction].
• Rejection: If the Client rejects a submission, the Client must provide specific reasons for rejection and the Contractor will rectify the defects within [Number] days.

13. Dispute Resolution

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

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to voluntary mediation in [City/County, Mississippi].
• Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in [City/County, Mississippi] in accordance with the rules of the American Arbitration Association.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi.

Attorney's Fees: The prevailing party in any dispute shall be entitled to recover its reasonable attorney's fees and costs.

14. Electronic Contracts and Signatures

This Agreement may be executed electronically and electronic signatures shall be deemed valid under Mississippi Code Ann. § 75-12-1 et seq.

Notices: All notices (termination, disputes, etc.) must be in writing and delivered by physical or electronic delivery to the addresses specified above.

15. Record Keeping

The Contractor shall maintain all work records and accounting for at least three years for audit by the Client or tax authorities, if required.

16. Warranties

The Contractor warrants that the design work is original, does not infringe on any third-party rights, and is free from hidden defects for a period of [Number] days from the date of final acceptance.

17. Compliance with Laws

The Contractor shall comply with all applicable Mississippi and local city/county zoning, licensure, and permitting requirements relevant to the design work.

If the project involves government clients or regulated industries, the Contractor agrees to comply with all applicable Mississippi statutes or procurement rules.

18. Authority

Both parties represent that they have the legal authority to enter into this Agreement.

[Contractor Name]:

____________________________
Signature

[Date]

[Client Name]:

____________________________
Signature

[Date]