Missouri design independent contractor agreement template

Missouri Design Independent Contractor Agreement

This Missouri Design Independent Contractor Agreement ("Agreement") is made and effective as of [Date] by and between:

[Client Legal Name], with a business address at [Client Business Address], phone number [Client Phone Number], and email address [Client Email Address] ("Client"), a [Client Type, e.g., Missouri corporation].

AND

[Contractor Legal Name], with a business address at [Contractor Business Address], phone number [Contractor Phone Number], and email address [Contractor Email Address] ("Contractor"), a [Contractor Type, e.g., Missouri sole proprietor].

1. Services

The Contractor agrees to perform the following design services for the Client: [Detailed Description of Design Services, including project scope, service specifications, creative guidelines, collaborative platforms, file formats to be delivered, use of design software/tools, and schedules including phased milestones, intermediate approvals, and feedback deadlines]. Examples: graphic design, product design, web/UI/UX design, branding, illustration.

Option A: Specific Task 1: [Description of Specific Task 1]

Option B: Specific Task 2: [Description of Specific Task 2]

Option C: Ongoing Support: [Description of Ongoing Support]

2. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the Services, whichever occurs first.

Option A: Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice to the other party.

Option B: Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement. Examples of material breach include but are not limited to non-payment, failure to perform services as agreed, or violation of confidentiality.

Upon termination, the Client shall pay the Contractor for all Services satisfactorily completed up to the date of termination, less any amounts previously paid. The contractor will promptly return all client assets.

3. Compensation

The Client shall pay the Contractor for the Services as follows:

Option A: Hourly Rate: [Dollar Amount] per hour.

Option B: Project-Based Fee: [Dollar Amount] for the entire project.

Milestone 1: [Description]: [Dollar Amount] due upon completion.

Milestone 2: [Description]: [Dollar Amount] due upon completion.

Option C: Retainer: [Dollar Amount] per month for [Number] hours of service.

Invoices shall be submitted [Frequency, e.g., weekly, bi-weekly, monthly] and payment is due within [Number] days of the invoice date. Accepted methods of payment: [List Accepted Methods, e.g., check, electronic transfer].

Late Payment: Payments not received within [Number] days of the due date will accrue interest at the rate of [Percentage] per month, or the maximum rate permitted under Missouri law, whichever is lower. Contractor reserves the right to suspend services if payment is not received in [Number] days of the due date.

4. Independent Contractor Status

It is the express intention of the parties that the Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the Client and the Contractor. The Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, unemployment insurance, and workers' compensation insurance, and will provide a W-9 form to the Client. The Contractor will also supply information regarding their Missouri business registration.

The Contractor is free to perform services for others.

The Contractor is responsible for providing their own tools and equipment necessary to perform the Services.

The Contractor is not entitled to any employee benefits from the Client.

5. Intellectual Property

Option A: Ownership by Client: All intellectual property rights, including copyrights, in and to the work product created by the Contractor under this Agreement shall be owned exclusively by the Client. Contractor assigns all rights to the Client.

This includes but is not limited to all source files, working files, and final outputs.

Option B: License to Client: The Contractor grants the Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the work product created under this Agreement.

The Client may use the design for [Specify Use, e.g., marketing materials, website, product packaging].

Contractor retains the right to display the work in their portfolio, subject to Client confidentiality restrictions.

6. Confidentiality

The Contractor agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such information to any third party without the Client's prior written consent. Confidential Information includes, but is not limited to, trade secrets, unpublished concepts, pre-release marketing materials, and business plans.

This obligation of confidentiality shall survive the termination of this Agreement.

Contractor agrees to adhere to Missouri law regarding trade secrets.

7. Non-Solicitation/Non-Compete

Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit the Client's employees or customers within the State of Missouri.

Option B: Non-Compete: During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not engage in any business that directly competes with the Client's business in [Specific Geographic Area within Missouri, e.g., the St. Louis metropolitan area] with respect to [Specific Design Services, e.g., branding services for restaurants].

This clause is narrowly tailored to protect the Client's legitimate business interests and is reasonable in scope and duration as required by Missouri law.

8. Change Orders

Any changes to the scope of the Services must be agreed upon in writing by both parties in a Change Order.

The Change Order shall specify the changes to the Services, the revised compensation, and the revised schedule.

No work outside the original scope is expected until the Change Order has been reviewed and approved by both parties.

9. Quality Assurance

The Services shall be performed in a professional and workmanlike manner.

The Contractor warrants that the work product will conform to the specifications set forth in this Agreement.

The Client shall have [Number] days to review the work product and provide feedback to the Contractor.

The Contractor shall make reasonable revisions based on the Client's feedback.

10. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to copyright laws, business licensing requirements, and any other regulations specific to the design industry in Missouri.

11. Data Security and Retention

The Contractor will maintain appropriate data security measures to protect the Client's Confidential Information and data.

The Contractor will retain project files for a period of [Number] years, in compliance with Missouri recordkeeping requirements.

12. Indemnification and Limitation of Liability

The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's performance of the Services, including but not limited to claims of copyright infringement or errors in the deliverables, except to the extent caused by the Client's own negligence or willful misconduct.

The Client's liability to the Contractor under this Agreement shall be limited to the amount of compensation paid to the Contractor.

13. Insurance

The Contractor shall maintain the following insurance coverage:

Option A: Professional Liability (Errors and Omissions) Insurance: [Dollar Amount] per claim.

Option B: General Business Liability Insurance: [Dollar Amount] per occurrence.

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

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation in Missouri. If the dispute cannot be resolved through negotiation and mediation, it shall be submitted to binding arbitration in [City, Missouri], in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on both parties.

Venue for legal proceedings shall be in [County], Missouri.

15. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, such as acts of God, war, terrorism, or natural disaster.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

17. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]

Appendices:

Appendix A: Design Brief

Appendix B: Deliverable Checklist

Appendix C: Project Timeline

Appendix D: Contact Protocols

Appendix E: W-9 Form / Missouri Business Registration