Missouri creative independent contractor agreement template
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How Missouri creative independent contractor agreement Differ from Other States
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Missouri recognizes specific requirements for independent contractor classification, including compliance with the state’s unemployment security law.
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Missouri contractors may need a business license depending on local ordinances, unlike some states with statewide standards.
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Missouri does not require the same disclosures for creative rights transfers that states like California mandate in independent contractor agreements.
Frequently Asked Questions (FAQ)
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Q: Do I need to register my business as an independent contractor in Missouri?
A: Depending on your locality, you may need a business license. Always check with your city or county government for requirements.
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Q: Is a written contract required for creative independent contractors in Missouri?
A: A written contract is strongly recommended for clarity and legal protection, though not strictly required by Missouri law.
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Q: Who owns the intellectual property created under a Missouri independent contractor agreement?
A: Ownership depends on the contract terms. If rights are not specifically assigned, the creator typically retains ownership.
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Missouri Creative Independent Contractor Agreement
This Missouri Creative Independent Contractor Agreement is made and entered into as of [Date] by and between:
[Client Name], with a business address at [Client Business Address], phone number [Client Phone Number], and email address [Client Email Address], and if applicable, a business entity formed in Missouri as a [Client Business Entity Type];
and
[Contractor Name], with a business address at [Contractor Business Address], phone number [Contractor Phone Number], and email address [Contractor Email Address], and if applicable, a business entity formed in Missouri as a [Contractor Business Entity Type].
1. Description of Services
The Contractor agrees to provide the following creative services to the Client:
[Description of Services]
- Option A: Graphic Design, including logo design, branding materials, and marketing collateral.
- Option B: Website Design and Development, including front-end and back-end development.
- Option C: Content Creation, including copywriting, blog posts, and social media content.
Project Scope: [Detailed project scope, including specific deliverables]
Creative Brief: [Reference or include the creative brief document]
Technical and Artistic Requirements: [Specify technical and artistic standards]
Project Goals and Intent: [Outline the goals and objectives of the project]
Deliverable Formats: [Specify digital, print, etc.]
Quality Standards: [Define the expected quality of work]
Revision Limits: [Number of revisions included]
Creative Milestones and Timelines: [Detailed project timeline with milestones and deadlines]
2. Service Location
The services will be performed:
- Option A: Remotely.
- Option B: At the Client's site located at [Client Site Address].
- Option C: At another designated venue in Missouri: [Venue Address].
Access Requirements: [Specify any access requirements, use of client equipment, or protocols]
Handling of Sensitive Materials: [Outline procedures for handling confidential client information]
3. Payment
The Client will compensate the Contractor as follows:
Fee Basis:
- Option A: Hourly rate of [Hourly Rate] per hour.
- Option B: Flat-rate fee of [Flat Rate Fee] for the entire project.
- Option C: Per Deliverable fee, as detailed in [Attachment A].
- Option D: Per Milestone fee, as detailed in [Attachment B].
- Option E: Retainer of [Retainer Amount] per month.
Payment Currency and Method: [Specify currency and payment method, e.g., USD, Check, ACH]
Invoicing Procedures: [Specify invoicing frequency and requirements]
Missouri Sales Tax Treatment: [Outline the responsibilities for collecting and remitting sales/use tax]
Expense Reimbursement: [Specify which expenses will be reimbursed and the process]
Late Payment Interest or Penalties: [Specify late payment terms]
Deposit or Upfront Payment: [Specify any deposit or upfront payment requirements]
4. Intellectual Property Ownership
- Option A: Assignment: All copyrights, trademarks, and other intellectual property rights in the creative deliverables are assigned to the Client upon full payment.
- Option B: Licensing: The Contractor grants the Client a [Type of License, e.g., exclusive, non-exclusive] license to use the creative deliverables for [Specific Use].
- Timing and Conditions of IP Transfer/License: [Specify when and under what conditions IP is transferred or licensed]
Right to Use Work for Portfolio: The Contractor retains the right to use the work for portfolio or self-promotion purposes.
Work-for-Hire: To the extent that the work is considered a “work made for hire” under Missouri and federal law, it is agreed that the work is a work made for hire for the Client. If not, the Contractor hereby assigns all right, title, and interest in and to the work to the Client.
5. Confidentiality and Non-Disclosure
The Contractor agrees to hold the Client's confidential information in strict confidence.
Definition of Confidential Information: [Define specific confidential client information]
Duration of Confidentiality Obligations: [Specify the duration of confidentiality]
Exclusions: [Specify any exclusions to confidentiality]
Remedies for Breaches: [Outline remedies for breaches of confidentiality]
Data Protection/Security Measures: [Specify required data protection measures]
6. Independent Contractor Status
The Contractor is an independent contractor and not an employee of the Client.
No Employment Relationship: This agreement does not create an employment relationship.
No Employee Benefits: The Contractor is not entitled to employee benefits.
Self-Employment Taxes: The Contractor is responsible for all self-employment taxes.
Workers' Compensation: The Contractor is responsible for workers' compensation insurance or a statutory waiver as required under Missouri law. [Specify if contractor carries workers' compensation insurance or has a statutory waiver]
Business Licenses: The Contractor is responsible for obtaining any necessary business licenses.
Compliance with Secretary of State Registration: If operating as an LLC or corporation in Missouri, the Contractor is responsible for compliance with Secretary of State registration requirements.
7. Non-Solicitation and Non-Compete (If Applicable)
Non-Solicitation: [Specify any restrictions on soliciting clients or employees of the Client, tailored to Missouri's requirements for enforceability]
Non-Compete: [Specify any restrictions on the Contractor's concurrent work for other clients, tailored to Missouri's requirements for enforceability, including reasonable scope, geography, and duration per R.S.Mo.]
8. Representations and Warranties
The Contractor represents and warrants that:
- Originality: The work is original and does not infringe on any third-party intellectual property rights.
- No Infringement: The work does not violate any third-party rights.
- Quality: The work will be of a quality consistent with industry standards.
- Compliance: The work will comply with all applicable advertising, publicity, and FTC guidelines.
9. Indemnification and Limitation of Liability
Indemnification: The Contractor agrees to indemnify and hold harmless the Client from any claims arising from the Contractor's work.
Limitation of Liability: [Specify any limitations on liability, including any Missouri-specific monetary liability caps]
10. Dispute Resolution
Governing Law: This agreement shall be governed by the laws of the State of Missouri.
Venue: Any legal proceedings shall be conducted in [Specific Missouri County/Court].
Negotiation and Mediation: The parties agree to attempt to resolve any disputes through negotiation and mediation before resorting to legal proceedings.
Arbitration: [Optional: Specify whether arbitration is mandatory or not and any arbitration procedures]
11. Termination
Client-Initiated Termination: The Client may terminate this agreement with [Number] days' written notice.
Contractor-Initiated Termination: The Contractor may terminate this agreement with [Number] days' written notice.
Triggers for Early Termination: [Specify triggers for early termination, such as breach of contract, force majeure, non-payment, etc.]
Payment for Work Completed: Upon termination, the Contractor will be paid for all work completed to date or for accepted deliverables.
Transition Obligations: [Specify any transition obligations upon termination, such as return of client materials, transfer of work product, decommissioning of shared accounts, etc.]
Survival of Obligations: Certain obligations, such as confidentiality, will survive termination.
12. Compliance Considerations
Local Ordinances: [Specify adherence to local ordinances, such as St. Louis or Kansas City arts or business permit requirements]
Right-to-Publicity Laws: [Compliance with Missouri's right-to-publicity laws when using images of individuals]
Accessibility/ADA Compliance: [Accommodation of accessibility or ADA-related requirements for public-facing content]
Software/Content Licenses: [Specify required software/content licenses or other regulatory needs]
13. Change Management
Change Orders: [Specify procedures for client-requested scope changes, including documentation and impact on fees and deadlines]
Escalation of Issues: [Outline the process for escalating issues]
Channels of Communication: [Specify preferred channels of communication]
14. Signatures
[Client Name]
By: [Printed Name]
Title: [Title, if any]
Date: [Date]
[Contractor Name]
By: [Printed Name]
Title: [Title, if any]
Date: [Date]
Attestation of Authority to Sign: If signed by a business entity, the signatory attests to their authority to sign under Missouri law.
15. Miscellaneous
Integration/Entire Agreement: This agreement constitutes the entire agreement between the parties.
Amendments in Writing: Any amendments must be in writing and signed by both parties.
Severability: If any provision of this agreement is held to be invalid, the remaining provisions shall remain in effect.
Notices: All notices shall be in writing and sent to the addresses listed above.
Acknowledgement: Both parties acknowledge that they have reviewed and understood this agreement, have had the opportunity to consult Missouri counsel, and voluntarily consent to its terms.
