Nevada design independent contractor agreement template

Nevada Design Independent Contractor Agreement

This Nevada Design Independent Contractor Agreement is made and effective as of [Date], by and between:

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

1. Services

• Option A: Contractor agrees to provide the following design services to Client: [Detailed Description of Design Services, e.g., Graphic design services including logo design, branding materials, and website mockups.].
• Option B: The scope of services shall include, but not be limited to, [List of Specific Deliverables, e.g., Three logo concepts, a style guide, and wireframes for a five-page website.].
• Project Scope: The project scope is outlined in detail in [Reference Document, e.g., Exhibit A], attached hereto and incorporated by reference.
• Deliverables: All deliverables shall conform to industry standards and meet Client's reasonable approval.
• Deadlines and Milestones: [List of Deadlines and Milestones, e.g., Initial concepts due by October 26, 2024; final designs due by November 15, 2024.]
• Review and Approval: Client shall review and approve deliverables within [Number] days of submission.
• Revisions: Contractor shall provide up to [Number] rounds of revisions per deliverable.
• Project Management: [Project Management Details, e.g., Contractor will provide weekly progress updates via email and participate in bi-weekly conference calls.]

2. Work Location and Resources

• Option A: Work shall be performed remotely by Contractor.
• Option B: Work shall be performed at Client's premises located at [Client Address].
• Option C: Work shall be performed at Contractor's studio located at [Contractor Address].
• Tools and Resources:
  • Client shall provide: [List of Client-Provided Resources, e.g., Access to existing brand assets, server access, and required software licenses.].
  • Contractor shall provide: [List of Contractor-Provided Resources, e.g., Own computer, design software, internet access.].

3. Compensation

• Option A: Contractor shall be compensated at an hourly rate of [Dollar Amount] per hour.
• Option B: Contractor shall be compensated a fixed fee of [Dollar Amount] for the entire project.
• Option C: Contractor shall be compensated according to the following milestone schedule: [Detailed Milestone Payment Schedule, e.g., 25% upon signing, 25% upon delivery of initial concepts, 50% upon final approval.].
• Invoice Submission: Contractor shall submit invoices [Frequency, e.g., monthly] to Client.
• Payment Terms: Client shall pay invoices within [Number] days of receipt.
• Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage]% per month.
• Expenses: Client shall reimburse Contractor for pre-approved expenses, including but not limited to: [List of Reimbursable Expenses, e.g., Stock photos, fonts, printing costs.].
• Nevada Tax Compliance: Contractor is responsible for all applicable Nevada self-employment taxes and business license fees. Contractor will provide a valid Nevada Business License number if required for the services performed.
  • Nevada Business License Number (if applicable): [Business License Number]

4. Intellectual Property

• Option A: Work Made for Hire. All work product created by Contractor under this Agreement shall be deemed "work made for hire" as defined under Nevada law and shall be owned exclusively by Client.
• Option B: Assignment of Rights. Contractor hereby assigns all right, title, and interest in and to the work product to Client.
• Option C: License Back. Contractor grants Client an exclusive, perpetual, irrevocable license to use the work product for any purpose. Contractor retains the right to use the work product in their portfolio for self-promotion purposes, subject to Client's reasonable restrictions.
• Moral Rights Waiver: To the extent permitted by Nevada law, Contractor waives all moral rights in the work product.
• Pre-Existing Materials: Any pre-existing materials provided by Client remain the property of Client.
• Third-Party Content: Contractor is responsible for ensuring that any third-party content used in the work product is properly licensed.

5. Confidentiality

• Contractor shall maintain the confidentiality of all Client proprietary information, including but not limited to: [List of Confidential Information, e.g., Business plans, client lists, design schematics.].
• Non-Disclosure Agreement: Contractor agrees to execute a separate Non-Disclosure Agreement (NDA) if required by Client.
• Duration: The confidentiality obligations under this Agreement shall continue for [Number] years after the termination of this Agreement, consistent with the Nevada Uniform Trade Secrets Act.
• Exclusions: The confidentiality obligations shall not apply to information that is:
  • Publicly available.
  • Independently developed by Contractor.

6. Independent Contractor Relationship

• It is the express intention of the parties that Contractor is an independent contractor and not an employee of Client.
• Contractor is not entitled to any employee benefits, including but not limited to health insurance, paid time off, or workers' compensation.
• Contractor is responsible for all licenses, permits, business registrations, and insurance required under Nevada law to perform the services described herein. Contractor maintains and is responsible for professional liability/E&O insurance.
• Insurance Details: [Insurance Provider, Policy Number, Coverage Amount]

7. Liability and Indemnification

• Contractor shall be liable for breach of this Agreement, including but not limited to late delivery, nonconforming work, or IP infringement.
• Contractor shall indemnify and hold Client harmless from any and all claims, damages, liabilities, costs, and expenses arising from Contractor's services under this Agreement.
• Indemnification: This includes third-party claims for copyright infringement and any losses resulting from breach of Nevada law.

8. Changes in Scope

• Any changes to the scope of services must be agreed upon in writing by both parties.
• Written Modifications: All changes must be outlined in a Change Order and signed by both parties.
• Impact on Cost and Timeline: The Change Order shall include a clear statement of the impact on cost and timeline.

9. Termination

• Term: This Agreement shall commence on the Effective Date and continue until [Date] or until the completion of the services described herein.
• Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Termination for Cause: Client may terminate this Agreement immediately for cause, including but not limited to fraud, IP violations, or breach of confidentiality.
• Payment Upon Termination: Upon termination, Client shall pay Contractor for all work completed up to the termination date.
• Delivery of Materials: Upon termination, Contractor shall deliver to Client all pending work or materials in Contractor's possession.

10. Dispute Resolution

• Direct Negotiation: The parties shall attempt to resolve any disputes arising under this Agreement through direct negotiation.
• Mediation/Arbitration: If direct negotiation fails, the parties agree to submit the dispute to mediation or binding arbitration in Nevada.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. The venue for any legal action shall be in the courts of Clark County or Washoe County, Nevada.

11. Industry Standards and Licensing

• Contractor shall comply with all applicable industry standards and Nevada licensing requirements. [Applicable Licensing, e.g., Nevada Board of Architecture, Interior Design, and Residential Design.].
  • Licensing Details: [License Number, Expiration Date]

12. Compliance with Laws

Contractor represents and warrants that they are legally authorized to provide design services in Nevada and comply with all applicable federal and Nevada laws, including anti-discrimination laws, business licensing requirements, and safe workplace practices.

13. Custom Tailoring

[Optional Clause. Specify any custom terms that are relevant to the specific design engagement, e.g., Specific formats for deliverables, client approval workflows, etc.]

14. Non-Solicitation and Non-Circumvention

• Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, Contractor shall not solicit the employment of any of Client's employees.
• Non-Circumvention: Contractor shall not circumvent Client's business contacts for personal gain.
  • Non-Compete: During the term of this Agreement and for a period of [Number] months after the termination of the contract, the Contractor will not directly solicit or perform similar design services for clients that are in direct competition with the Client within [Number] miles of [Address].

15. Amendment

This Agreement may only be amended in writing and signed by both parties.

16. Survival

The following provisions shall survive termination of this Agreement: Intellectual Property, Confidentiality, Non-Solicitation, and Payment Obligations.

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

____________________________
[Client Full Name]

____________________________
[Contractor Full Name]