New Jersey design independent contractor agreement template

New Jersey Design Independent Contractor Agreement

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

[Client Full Legal Name], a [Client Business Structure, e.g., Corporation] with its principal place of business at [Client New Jersey Address] ("Client"), and

[Contractor Full Legal Name], a [Contractor Business Structure, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor New Jersey Address] ("Contractor").

Description of Services

Option A: General Description

Contractor agrees to provide Client with the following design services: [Detailed Description of Design Services, e.g., Graphic design services including logo design, branding guidelines, and marketing collateral for Client's new product line.]

Option B: Scope of Work

The specific scope of work for this project is detailed in [Document Name or Appendix, e.g., Exhibit A – Project Specifications], which is attached to and incorporated into this Agreement. This includes deliverables such as [List Deliverables, e.g., Mockups, final design files in .AI, .PSD, and .PDF formats, style guide.]

Option C: Deliverable Specifications

Quality standards for all deliverables will be based on [Measurable Criteria, e.g., adherence to Client's brand guidelines, visual appeal, functionality, and positive user experience testing results.]

Option D: Required Resources and Input

Contractor will utilize the following software and platforms: [List Software and Platforms, e.g., Adobe Creative Suite, Figma, Sketch]. Client shall provide [Specify Client Input or Approvals Needed, e.g., timely feedback on design concepts, access to brand assets, and approval of final designs.]

Project Timeline

Option A: Specific Deadlines

The project timeline is as follows:

Intermediate Deadline 1: [Date] for [Description of Milestone, e.g., Initial Concept Presentation]

Intermediate Deadline 2: [Date] for [Description of Milestone, e.g., First Revision]

Final Delivery Date: [Date]

Option B: Reporting Checkpoints

Contractor will provide Client with progress reports on a [Frequency, e.g., weekly] basis, delivered via [Communication Method, e.g., email].

Work Location

Option A: Remote

Contractor will perform the services remotely from [Contractor's Location].

Option B: On-Site

Contractor will perform the services on-site at the Client's premises located at [Client's New Jersey Address].

Option C: Hybrid

Contractor will perform the services both remotely and on-site, as mutually agreed upon. On-site visits will be scheduled [Specify Frequency and Notice, e.g., as needed with 24-hour notice].

Access to Systems

Contractor will require access to the following Client systems: [List Client Systems, e.g., Client's project management system, design asset library]. Client will provide necessary credentials and training.

Security

Contractor will comply with Client's digital security measures, as outlined in [Document Name or Appendix, e.g., Exhibit B - Security Policy].

Payment Terms

Option A: Fixed-Fee Project

Client shall pay Contractor a fixed fee of [Dollar Amount] for the completion of all services described herein.

Option B: Hourly Rate

Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered. Contractor will submit detailed invoices with a breakdown of hours worked.

Option C: Milestone-Based Payment

Payment will be made in installments based on the completion of the following milestones:

Milestone 1: [Description of Milestone, e.g., Completion of Initial Design Concepts]: [Dollar Amount]

Milestone 2: [Description of Milestone, e.g., Approval of Final Design]: [Dollar Amount]

Invoicing

Contractor will submit invoices to Client on a [Frequency, e.g., monthly] basis, including detailed descriptions of services rendered and all supporting documentation.

Payment Schedule

Client shall pay all invoices within [Number] days of receipt.

New Jersey Taxes

Contractor is responsible for all applicable New Jersey state and local taxes, including sales tax if applicable for tangible items or digital products, as per New Jersey Division of Taxation rules.

Late Payment

Late payments will accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by New Jersey law.

Intellectual Property

Option A: Ownership by Client

All intellectual property rights, including copyright and moral rights, in and to the deliverables created by Contractor under this Agreement shall be owned exclusively by Client. This is a "work-for-hire" arrangement under New Jersey law.

Option B: License to Client

Contractor grants Client a [Type of License, e.g., perpetual, non-exclusive, worldwide] license to use the deliverables created by Contractor under this Agreement.

Source Files

Upon completion of the project and final payment, Contractor shall transfer all source files (e.g., .AI, .PSD) to Client.

Confidentiality

Contractor agrees to hold confidential all Client information, including but not limited to brand information, unreleased product details, proprietary artwork, and third-party data, in accordance with New Jersey statutory and industry-specific confidentiality demands. This obligation extends [Duration, e.g., indefinitely] beyond the termination of this Agreement.

Non-Solicitation and Non-Compete

During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit or attempt to solicit any employees or customers of Client within the geographic area of [Geographic Area, e.g., New Jersey]. Contractor shall not engage in any business that directly competes with Client's business in [Specific Business Area, e.g., Logo Design]. This is limited as per New Jersey judicial standards on enforceability.

Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. This Agreement does not create any employment relationship, benefits, or agency relationship between the parties. Contractor is responsible for maintaining all applicable New Jersey business registrations, insurance (such as professional liability and general commercial liability), and for paying all state and federal taxes, Social Security, and unemployment contributions as required under the New Jersey ABC Test for independent contractors.

Termination

Option A: Termination for Convenience

Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.

Option B: Termination for Cause

Client may terminate this Agreement immediately if Contractor breaches any material term of this Agreement, including but not limited to missed deadlines or IP violations.

Option C: Obligations on Termination

Upon termination, Contractor shall immediately cease all work on the project and deliver all work-in-progress to Client. Client shall pay Contractor for all services rendered up to the date of termination. Early termination fees will [Specify early termination fees].

Liability and Indemnification

Contractor shall indemnify and hold harmless Client from any claims arising from alleged IP infringement, errors in design, or breach of contract, to the extent covered by Contractor's insurance coverage and consistent with New Jersey standards for independent contractor risk allocation. Liability shall be limited to [Dollar Amount or Description of Limit].

Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation. If negotiation fails, the parties may pursue mediation under New Jersey court rules. If mediation fails, the parties agree to binding arbitration by a New Jersey arbitration provider. The exclusive venue and governing law for any legal action shall be the State of New Jersey.

W-9 and 1099 Requirements

Contractor shall provide Client with a completed IRS Form W-9. Client is responsible for issuing IRS Form 1099 to Contractor, if required by federal and New Jersey tax law.

Compliance with New Jersey Law

Contractor shall comply with all relevant New Jersey statutes, county and local ordinances, and design industry best practices, including client-specific branding guidelines, ADA accessibility standards for websites, state deceptive advertising laws for marketing designs, and requirements for digital file archiving.

Eligibility to Work

Contractor affirms eligibility to work in the United States and possesses all required licenses for business operation in New Jersey.

Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

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, including but not limited to acts of God, war, or government regulation.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Amendment

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

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.

Remedies for breach reflect commercial realities and New Jersey’s treatment of consequential and punitive damages in contract law.

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

[Client Full Legal Name]

By: [Client Signature]

[Client Printed Name and Title]

[Contractor Full Legal Name]

By: [Contractor Signature]

[Contractor Printed Name and Title]