North Carolina design independent contractor agreement template

North Carolina Design Independent Contractor Agreement

This North Carolina Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date] by and between [Client Full Legal Name], whose primary place of business is located at [Client Address], [Client City], North Carolina [Client Zip Code] (“Client”), and [Contractor Full Legal Name], whose primary place of residence/business is located at [Contractor Address], [Contractor City], North Carolina [Contractor Zip Code] (“Contractor”).

1. Description of Services

This design independent contractor agreement outlines the services to be provided by the Contractor to the Client.

Option A: Contractor shall provide the following design services: [Detailed description of design services, e.g., graphic design, web design, interior design, product design. Include scope of work, required style or branding guidelines, number of initial concepts, number of revisions, deliverable formats, technical specifications (file types, resolution, color modes), and precise deadlines or milestones for drafts, proofs, and final completion.]

Option B: The specific design services to be performed by Contractor are as described in Exhibit A, attached hereto and incorporated by reference.

2. Location of Work

The contractor will perform the services in the following manner.

Option A: Contractor will perform the design services remotely.

Option B: Contractor will perform the design services at Client’s premises located at [Client Address], [Client City], North Carolina [Client Zip Code].

Option C: Contractor will perform the design services both remotely and at Client’s premises. The days/times on which contractor will be on site at Client's premises shall be [Specific Days and Times]. The Contractor may require access to the following client resources, platforms, or physical spaces: [List resources].

3. Equipment and Materials

Regarding equipment and materials required to perform the duties of the Contractor:

Option A: Contractor shall provide all equipment, materials, and software necessary to perform the design services. Contractor is responsible for ensuring all software is properly licensed.

Option B: Client shall provide the following equipment, materials, and software: [List equipment, materials and software].
The client will also reimburse the contractor for the following expenses regarding materials: [List expenses].

4. Compensation

The method for payment shall be:

Option A: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour.

Option B: Client shall pay Contractor a flat project fee of [Dollar Amount] for the completion of the design services.

Option C: Client shall pay Contractor [Dollar Amount] per deliverable as outlined below [Deliverable and corresponding payment].

Option D: Client shall pay Contractor a retainer of [Dollar Amount] per [Time Period].

The payment schedule shall be: [Payment schedule, e.g., upon completion, bi-weekly, monthly]. Invoices shall be submitted [Frequency] and include the following information: [Required invoice contents]. Payment shall be made via [Payment Method].

Late payments shall accrue interest at a rate of [Percentage] per month, not exceeding the legal maximum under North Carolina law.

Regarding North Carolina sales or use taxes: [Specify responsibility for North Carolina sales or use taxes. E.g., Contractor is responsible for collecting and remitting North Carolina sales tax, if applicable.].

5. Intellectual Property

Regarding intellectual property rights and ownership:

Option A: Work for Hire. All design work created by Contractor under this Agreement shall be considered "work for hire" as defined under North Carolina and federal copyright law, and Client shall own all right, title, and interest in and to such work.

Option B: Copyright Assignment. Contractor hereby assigns to Client all right, title, and interest in and to the copyright of all design work created under this Agreement, pursuant to 17 U.S.C. § 204.

Option C: Reserved Rights. Contractor retains the right to use the design work in their portfolio and for promotional purposes, subject to Client's confidentiality obligations.

Contractor must obtain permission from Client before sharing works not yet made publicly available by the Client.

The permission request must be made no less than [Number] days before the intended sharing date.

6. Confidentiality

Contractor agrees to hold confidential all of Client's proprietary information, trade secrets, business plans, and sensitive design concepts, consistent with North Carolina's Trade Secrets Protection Act. This obligation shall continue [Number] years after the termination of the contract.

Confidential information includes, but is not limited to: [List Specific types of Confidential Information].

7. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. This Agreement does not create an employment relationship, and Contractor is not eligible for employee benefits. Contractor is solely responsible for all applicable federal, North Carolina state, and local taxes, insurance, and professional licenses.

8. Non-Solicitation/Non-Competition (Optional - Consult Legal Counsel)

Option A: Non-Solicitation. During the term of this Agreement and for a period of [Number] months thereafter, Contractor shall not solicit or attempt to solicit any employees or customers of Client. This clause is drafted to comply with North Carolina law on reasonable scope, duration, and territory.

Option B: Non-Competition. During the term of this Agreement and for a period of [Number] months thereafter, in the geographic area of [Specific Area], Contractor shall not engage in any business that is competitive with the design services provided to Client under this Agreement. This provision is intended to be narrowly construed to comply with North Carolina non-compete law.

Option C: No Non-Solicitation or Non-Competition restrictions apply to this agreement.

9. Liability and Indemnification

Contractor's liability for defective or delayed work shall be limited to [Specific Limitation, e.g., the amount paid by Client to Contractor under this Agreement]. Contractor shall indemnify Client for claims arising from infringement, non-compliance, or personal injury/property damage caused by Contractor's actions.

10. Termination

This Agreement may be terminated as follows:

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

Option B: Client may terminate this Agreement immediately for breach of contract by Contractor, including design non-performance.

Option C: Contractor may terminate this Agreement immediately for Client nonpayment.

Upon termination, Contractor shall handover/integrate all unfinished work and final deliverables as directed by Client.

11. Dispute Resolution

Any dispute arising under this Agreement shall be resolved as follows:

Option A: Mediation. The parties shall first attempt to resolve the dispute through mediation in [City], North Carolina, before a mediator mutually agreed upon by the parties.

Option B: Arbitration. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City], North Carolina, before a single arbitrator in accordance with the rules of the American Arbitration Association.

Option C: Litigation. Any legal action or proceeding relating to this Agreement shall be instituted in any state or federal court located in [County] County, North Carolina.

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.

12. Compliance with Laws

Contractor shall comply with all applicable North Carolina and industry-specific laws and regulations, including data privacy laws, accessibility standards, and professional licensure requirements.

13. Representations and Warranties

Contractor represents and warrants that the design work is original, does not infringe on third-party rights, and meets professional and legal standards.

14. Subcontracting

Contractor shall not subcontract or delegate any of its obligations under this Agreement without the prior written consent of Client. Contractor shall be responsible for the compliance of any subcontractors with the terms of this Agreement and North Carolina law.

15. Client-Supplied Materials

Client shall provide the following materials to Contractor: [List of materials]. Contractor shall maintain the confidentiality of client data and shall return or destroy such data upon project completion or termination.

16. Ongoing Support (Optional)

Option A: Ongoing support is included in this Agreement as follows [Description of support including payment structure and response time].

Option B: Contractor will provide ongoing support after project completion as needed. The rate for this support will be [Rate].

Option C: No ongoing support is provided as part of this agreement.

17. Entire Agreement

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

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

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[Client Printed Name]

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[Client Signature]

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[Contractor Printed Name]

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[Contractor Signature]