New York creative independent contractor agreement template

New York Creative Independent Contractor Agreement

This New York Creative Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

[Client Name], a [Client Entity Type, e.g., Corporation] with its principal place of business at [Client Address], email address [Client Email], and phone number [Client Phone] (the “Client”), and

[Contractor Name], an independent contractor residing at [Contractor Address], email address [Contractor Email], and phone number [Contractor Phone], with Tax Identification Number [Contractor TIN] (the “Contractor”).

Scope of Services

Option A: The Contractor shall provide the following creative services to the Client: [Detailed Description of Services, e.g., graphic design services including logo creation, branding materials, and website design]. This includes, but is not limited to, the creation of [Number] logos, [Number] sets of branding guidelines, and a website design encompassing [Number] pages. Deliverables must meet the creative brief attached as Exhibit A and technical specifications outlined in Exhibit B.

Option B: The Contractor shall provide the services as described in the attached Statement of Work (Exhibit A).

Project Timeline and Deadlines

Option A: The services shall commence on [Start Date] and be completed by [End Date]. Key milestone dates include: [Milestone 1 Date and Description], [Milestone 2 Date and Description].

Option B: Deliverables shall be submitted according to the schedule outlined in Exhibit A. The Contractor will provide a weekly progress report every [Day of Week].

Work Location and Resources

Option A: The Contractor will perform the services remotely from their own studio.

Option B: The Contractor will perform the services on-site at the Client's facilities located at [Client Address] on [Days of the Week] from [Start Time] to [End Time].

The Client will provide the following resources: [List of Resources, e.g., access to design software, server space]. The Contractor will provide their own [List of Contractor Resources, e.g., computer, camera equipment].

Compensation

Option A: The Client shall pay the Contractor a flat fee of [Dollar Amount] for the services.

Option B: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour, up to a maximum of [Number] hours per week.

Option C: Payment shall be made per deliverable, as outlined in Exhibit A.

Invoicing: The Contractor shall submit invoices to the Client every [Number] days. The Client shall pay the Contractor within [Number] days of receipt of a valid invoice. Acceptable forms of payment are [List of Payment Methods, e.g., check, wire transfer].

Late Payment: Late payments shall accrue interest at a rate of [Percentage]% per month, as permitted under New York General Obligations Law.

Taxes: The Contractor is solely responsible for all applicable federal, state, and local taxes, including self-employment taxes, and for providing a Form W-9 to the Client. The Contractor understands and agrees to comply with all applicable New York state tax laws.

Expenses

Option A: The Client shall reimburse the Contractor for pre-approved reasonable expenses incurred in connection with the services, including [List of Reimbursable Expenses, e.g., travel, materials].

Option B: Expenses must be pre-approved in writing by the Client. The Contractor must submit receipts for all expenses.

Revisions and Change Orders

The Client is entitled to [Number] rounds of revisions on each deliverable.

Change orders that expand the scope of work will be subject to additional fees, as agreed upon in writing by both parties. The change order form is attached as Exhibit C.

Intellectual Property

Option A: The work product created by the Contractor under this Agreement shall be considered a "work made for hire" as defined by 17 U.S.C. § 101, and the Client shall own all right, title, and interest in and to the work product, including all copyrights.

Option B: The Contractor retains copyright to the work product. The Client is granted a [Exclusive/Non-Exclusive], [Geographic Scope, e.g., worldwide] license to use the work product for [Purpose, e.g., marketing materials].

Moral Rights: To the extent permitted by law, the Contractor irrevocably waives all moral rights in the work product.

Attribution: The Contractor shall have the right to be credited for their work.

IP Assignment: Any intellectual property created prior to the agreement remains the contractor’s property; assignment of any pre-existing IP to the client must be in writing and specifically enumerated.

Confidentiality

The Contractor shall not disclose any confidential information of the Client to any third party. This includes, but is not limited to, [List of Confidential Information, e.g., business plans, customer lists].

This obligation shall survive the termination of this Agreement.

The contractor shall comply with all applicable NYS data privacy regulations.

Non-Solicitation

For a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit the Client's employees or clients. This clause is subject to the enforceability standards under New York law.

Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Contractor is responsible for all self-employment taxes, workers' compensation insurance, and unemployment insurance. The Contractor is not entitled to any employee benefits.

The contractor attests that they are not covered under unemployment insurance or any employee benefit program by the client.

Subcontractors

Option A: The Contractor may not use subcontractors without the prior written consent of the Client.

Option B: The Contractor may use subcontractors, provided that the Contractor remains responsible for the work of the subcontractors and ensures that they comply with the terms of this Agreement.

All subcontractors must execute a confidentiality agreement with terms no less protective than those herein.

Representations and Warranties

The Contractor represents and warrants that their work is original, does not infringe any third-party rights, and is free of viruses or malicious code.

The Client represents and warrants that all materials provided to the Contractor may be lawfully used.

Breach and Default

In the event of a breach of this Agreement, the non-breaching party shall have the right to pursue all available remedies, including damages and injunctive relief.

The contractor shall be given [Number] days to cure any default.

Indemnification and Liability

The Contractor shall indemnify and hold harmless the Client from any claims arising out of the Contractor's negligence or willful misconduct.

The Client shall indemnify and hold harmless the Contractor from any claims arising out of the Client’s negligence or willful misconduct.

Limitation of Liability: The Client’s liability is capped at the amount of this agreement.

Insurance

The Contractor shall maintain [Type of Insurance, e.g., professional liability insurance] with a minimum coverage of [Dollar Amount].

Term and Termination

This Agreement shall commence on [Start Date] and continue until [End Date].

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

Upon termination, the Contractor shall deliver all completed work to the Client and shall be paid for all services performed up to the date of termination.

Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved first through good faith negotiation. If negotiation fails, the parties agree to submit to non-binding mediation in [City, State]. If mediation fails, the parties may pursue arbitration or litigation.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Venue for any legal action shall be [County, New York].

Compliance with New York Law

The Contractor shall comply with all applicable New York laws, including the New York Freelance Isn’t Free Act.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, or government restrictions.

Entire Agreement, Amendment, and Severability

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

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

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

Notice

All notices under this Agreement shall be in writing and sent by email or certified mail to the addresses set forth above.

Publicity and Credit

Option A: The Contractor may display the work product in their portfolio and submit it to awards.

Option B: The Contractor may only display the work product in their portfolio with the Client's prior written consent.

Deliverable Archiving

Upon completion of the services, the Contractor shall [Archiving Instructions, e.g., provide the Client with a complete set of digital files in a specified format, destroy all copies of the work product].

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]