Montana design independent contractor agreement template

Montana Design Independent Contractor Agreement

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

[Client Legal Name], with a principal place of business at [Client Montana Address], Montana, hereinafter referred to as "Client," and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Sole Proprietorship, LLC] with a principal place of business at [Contractor Montana Address], Montana, and/or registered to do business in Montana under [Contractor Business License/Registration Number], hereinafter referred to as "Contractor."

1. Description of Services

Contractor agrees to provide the following design services to Client:

Option A: Graphic Design Services: Designing [Specific Graphic Design Deliverables, e.g., logos, brochures, social media graphics] according to the specifications outlined in Schedule A (Statement of Work).

Option B: Web Design Services: Designing and developing a website for Client, including [Specific Web Design Deliverables, e.g., website layout, content management system integration, responsive design], as detailed in Schedule A (Statement of Work).

Option C: Product Design Services: Designing [Specific Product Design Deliverables, e.g., 3D models, prototypes, technical drawings] as per Schedule A (Statement of Work).

Option D: Interior Design Services: Providing interior design services including [Specific Interior Design Deliverables, e.g., space planning, furniture selection, color schemes] as detailed in Schedule A (Statement of Work).

The services will adhere to the following:

Deliverables: [List of specific deliverables and formats]

Service Scope: [Detailed scope of services]

Creative Direction Guidelines: [Details on creative direction]

Milestones: [List of project milestones]

Revision Limits: [Number of revisions allowed per deliverable]

Timeline Expectations: [Expected timeline for each milestone and final delivery]

2. Timeline and Delivery

Option A: Project Phases:

[Phase 1 Name]: [Start Date] - [End Date]; Deliverable: [Deliverable]

[Phase 2 Name]: [Start Date] - [End Date]; Deliverable: [Deliverable]

Option B: Key Project Phases:

Initial Design Concept

Review Period 1

Intermediate Deliverables

Final Handover Processes

Approval Protocols:

Defined by client's representative

Acceptance based on specification in Schedule A

3. Work Location

Option A: Remote Work: Contractor will perform the services remotely from [Contractor Montana Address].

Option B: Client Site: Contractor will perform the services at the Client's location at [Client Montana Address].

Option C: Specific Montana Location: Contractor will perform services at [Specified Montana Location].

Attendance at meetings and site visits: [Requirements for attendance, if any].

4. Materials and Resources

Option A: Contractor Provided: Contractor shall provide all necessary hardware, software, and design assets to perform the services.

Option B: Client Provided: Client shall provide all necessary hardware, software, and design assets, including [List Specific Items].

Option C: Shared Resources: Client shall provide [List Specific Items] and Contractor shall provide [List Specific Items].

Compliance with copyright laws and third-party licensing: [Details on compliance].

5. Compensation

Option A: Hourly Rate: Client shall pay Contractor at a rate of [Dollar Amount] per hour.

Option B: Per-Project Fee: Client shall pay Contractor a fixed fee of [Dollar Amount] for the entire project.

Option C: Milestone-Based Payment:

Milestone 1: [Milestone Description] - [Dollar Amount]

Milestone 2: [Milestone Description] - [Dollar Amount]

Option D: Retainer Fee: [Dollar Amount] per month.

Estimated project costs: [Dollar Amount]. Payment schedule: [Payment schedule linked to milestones or deliverables]. Invoice submission: [Instructions for invoice submission]. Payment methods: [Accepted payment methods]. Required documentation: [List of required documentation, e.g., invoices, timesheets]. Deadlines: [Payment deadlines]. Montana tax requirements: [Information about Montana withholding, gross receipts taxes, and Form 1099-MISC reporting].

6. Expense Reimbursement

Client shall reimburse Contractor for the following pre-approved expenses: [List of covered expenses, e.g., printing, travel, software subscriptions]. Supporting documentation required: [Types of documentation required for reimbursement].

7. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. No employment relationship is created by this Agreement. Contractor is responsible for self-employment tax, insurance (including workers' compensation, if required by Montana law), and all legal registrations necessary for independent work in Montana.

8. Intellectual Property

Option A: Client Ownership: All intellectual property rights, including copyrights, trademarks, and trade dress, in the work product created by Contractor under this Agreement shall be owned by Client upon final payment.

Option B: Contractor Ownership: All intellectual property rights remain with the Contractor. Client receives a license to use the work product as outlined: [Describe the scope of the license].

Option C: Joint Ownership: All intellectual property rights shall be jointly owned by the Client and the Contractor. [Describe the terms of Joint Ownership]

Permissions for portfolio use: [Terms for portfolio use with client consent].

9. Confidentiality

Contractor shall maintain the confidentiality of all sensitive and proprietary client information. Contractor shall protect client trade secrets and handle client and third-party data in compliance with Montana privacy laws.

10. Non-Solicitation and Non-Compete

Option A: Non-Solicitation: Contractor shall not solicit Client's employees or customers during and for [Number] years after the termination of this Agreement.

Option B: Non-Compete: During and for [Number] months/years after the termination of this Agreement, Contractor shall not perform similar design services for direct competitors of Client within [Geographic Scope, e.g., Montana, specific counties].

Option C: No Non-Solicitation or Non-Compete: Contractor is not bound by any non-solicitation or non-compete restrictions under this Agreement.

11. Termination

Client may terminate this Agreement:

For convenience, upon [Number] days written notice.

For cause (e.g., material breach or non-performance), with written notice and opportunity to cure (if applicable).

Upon project completion.

Client's obligations for payment of work performed up to the termination date: [Details on payment obligations]. Protocols for return or destruction of client materials and completion of partial deliverables: [Details on return/destruction/completion].

12. Dispute Resolution

Disputes shall be resolved through negotiation and formal written notices. If unresolved, disputes shall be submitted to Montana-based mediation or arbitration before recourse to Montana courts. This Agreement shall be governed by Montana law, and the venue shall be [Specific County] County, Montana.

13. Liability

Contractor's liability for breach, including missed deadlines, unsatisfactory work, or infringement, shall be limited to [Dollar Amount or Description of Limitation]. [Specify whether indemnification is required]. Remedies for use of unlicensed third-party content or data breach: [Details on remedies].

14. Compliance

Contractor shall comply with all applicable Montana and federal regulations affecting independent contractors, including Montana Wrongful Discharge from Employment Act (WDEA) considerations, worker classification tests, business registration or licensing requirements, and industry-specific design or advertising rules.

15. Recordkeeping

Contractor shall retain work records, emails, and invoices as required for Montana IRS or state audit purposes and permit client inspection upon reasonable request.

16. Insurance and Benefits

Contractor is not participating in Montana unemployment insurance or workers' compensation (unless voluntarily enrolled). Client is relieved of these employer-related obligations. Contractor shall provide evidence of insurance coverage, if applicable: [List required insurance types and coverage amounts].

17. Post-Termination Obligations

Contractor shall assist with technical questions about delivered designs after contract ends, maintain confidentiality, and remove shared software or access credentials.

18. Assignment and Subcontracting

Contractor shall not subcontract any design work without Client's prior written approval. All subcontractors must comply with Montana licensing and IP rules.

19. Amendments

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

20. Schedules and Appendices

The following schedules and appendices are attached to and incorporated into this Agreement:

Schedule A: Statement of Work

Schedule B: Budget

Schedule C: Timeline

Schedule D: Montana W-9 Form

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

____________________________

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]