New York design independent contractor agreement template

New York Design Independent Contractor Agreement

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

[Client Name], residing at [Client Address], and/or a business entity called [Client Business Name] with principal place of business at [Client Business Address] (hereinafter referred to as "Client"),

and

[Designer Name], residing at [Designer Address], and/or a business entity called [Designer Business Name] with principal place of business at [Designer Business Address] (hereinafter referred to as "Designer").

Scope of Services

The Designer agrees to provide the following design services to the Client: [Detailed description of design services, e.g., "Graphic design services for the Client's upcoming marketing campaign, including logo design, brochure design, and website design"].

Deliverables: [List of specific deliverables, e.g., "Logo in vector format (AI, EPS, SVG), Brochure in print-ready PDF, Website design mockups in PSD or Figma format"].

Submission Format: [Specify submission format, e.g., "All deliverables will be submitted electronically via email or shared cloud storage"].

Quality Standards: [Specify quality standards, e.g., "Deliverables will be of professional quality, original and free from copyright infringement"].

Project Timeline and Milestones

Project Start Date: [Start Date].

Project Completion Date: [Completion Date].

Milestones:

Milestone 1: [Milestone Description], Deadline: [Date].

Milestone 2: [Milestone Description], Deadline: [Date].

Revision Policy: [Number] revisions are included for each deliverable. Turnaround time for revisions is [Number] business days.

Work Location

Option A: The Designer will perform the services remotely.

Option B: The Designer will perform the services on-site at [Client Location]. Required attendance at meetings: [Specify attendance requirements].

Option C: The Designer will perform services at [Third Party Location].

Compensation

Option A: The Client shall pay the Designer at an hourly rate of [Amount] per hour.

Option B: The Client shall pay the Designer a fixed fee of [Amount] for the entire project.

Option C: The Client shall pay the Designer a retainer of [Amount] per month.

Payment Schedule: [Payment schedule, e.g., "50% upfront, 50% upon completion"].

Invoicing Requirements: [Invoicing requirements, e.g., "Invoices must be submitted monthly"].

Reimbursement of Expenses: [Expense reimbursement details, e.g., "Client will reimburse for pre-approved travel expenses"].

Payment Method: [Payment method, e.g., "Check, Electronic Funds Transfer"].

Late Payment Penalty: A late payment penalty of [Percentage]% per month will be applied to invoices not paid within [Number] days of the due date. Designer is responsible for all applicable New York State and Local taxes.

Ownership and Intellectual Property

Option A: All rights, title, and interest in and to the deliverables shall be owned by the Client. Designer hereby irrevocably assigns to Client all right, title, and interest in and to the Work Product, including but not limited to all copyrights, patents, trade secrets, trademarks, and other intellectual property rights therein. This is intended as a Work Made For Hire under New York law. Designer consents to the use of their name and likeness in connection with the Work Product.

Option B: The Designer retains ownership of the deliverables, but grants the Client a non-exclusive license to use the deliverables for [Specific Use].

Portfolio Rights: The Designer retains the right to display the deliverables in their portfolio.

Credit: The Designer shall receive credit for their work in [Specific instances, e.g., "on the Client's website"].

Confidentiality

The Designer agrees to hold the Client's confidential information in confidence and not disclose it to any third party.

Confidential Information includes: [Examples of confidential information, e.g., "Client's business strategies, customer data, design drafts"].

Duration: This confidentiality obligation shall continue for [Number] years after the termination of this Agreement.

Independent Contractor Status

The Designer is an independent contractor and not an employee of the Client.

The Designer is responsible for all income tax, self-employment tax, workers' compensation, and other insurance.

Client will not provide employee benefits.

Representations and Warranties

The Designer warrants that the deliverables will be original, non-infringing on third-party rights, and compliant with applicable laws, including New York and federal laws.

The Designer warrants that the deliverables will be free from malware or malicious code.

Liability and Indemnification

The Designer shall be liable for any damages caused by their negligence or breach of this Agreement.

The Designer agrees to indemnify and hold harmless the Client from any claims arising from the Designer's work.

Indemnification: Designer agrees to defend, indemnify, and hold harmless Client from and against any and all claims, actions, suits, demands, damages, liabilities, losses, settlements, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) any breach of this Agreement by Designer; (ii) any negligent or wrongful act or omission of Designer in connection with the performance of the Services; (iii) any infringement of any intellectual property right of any third party by any deliverable.

The foregoing indemnification obligation is conditioned on Client providing Designer with: (a) prompt written notice of any such claim, action, suit, or demand; (b) control over the defense and settlement of such claim, action, suit, or demand; and (c) reasonable assistance, information, and authority to settle and/or defend any such claim, action, suit, or demand.

Termination

Option A: Either party may terminate this Agreement upon [Number] days written notice.

Option B: The Client may terminate this Agreement immediately for cause.

Upon termination, the Designer shall deliver all completed work to the Client. The Client shall pay the Designer for all work performed up to the date of termination.

Project Management

Client Point of Contact: [Name].

Approval Hierarchy: [Describe approval process].

Communication Method: [Email, Phone, etc.].

Meeting Schedule: [Schedule].

Compliance with Laws

The Designer shall comply with all applicable New York laws and local ordinances, including NYC’s Freelance Isn’t Free Act.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of New York.

Any disputes shall be resolved through negotiation, mediation in [County/Borough, NY], and, if necessary, litigation in the courts of New York.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including extreme weather or transit shutdowns in New York.

Assignment and Subcontracting

The Designer may not assign this Agreement without the Client's written consent.

Subcontracting: Designer can subcontract provided that Client is notified and approves the subcontractor.

Boilerplate Provisions

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

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

Electronic Signatures: Electronic signatures shall be valid and binding.

Additional Client Policies

[Specify any additional client policies, e.g., "ADA digital compliance requirements"].

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

[Client Name]

By: [Client Signature]

[Designer Name]

By: [Designer Signature]