North Dakota creative independent contractor agreement template

North Dakota Creative Independent Contractor Agreement

This North Dakota Creative Independent Contractor Agreement ("Agreement") is made and entered into as of [Date of Signing] by and between:

• [Client Full Legal Name/Business Entity Name (if applicable), including Registered Name, if different], whose physical/mailing address is [Client ND Physical or Mailing Address] ("Client"),

and

• [Contractor Full Legal Name/Business Entity Name (if applicable), including Registered Name, if different], whose physical/mailing address is [Contractor ND Physical or Mailing Address] ("Contractor").

1. Services:

• Option A: The Contractor shall perform the following creative services for the Client: [Detailed Description of Creative Services, e.g., graphic design, copywriting, videography, illustration, website design/development, branding, or marketing content. Include expected scope, specific tasks, deliverables, formats (digital, print, web), technical requirements or standards, submission methods, creative brief requirements, and client’s brand/style guidelines.]
• Option B: The Contractor shall perform the creative services described in Exhibit A, attached hereto and incorporated by reference.

2. Delivery and Timeline:

• Option A: The Contractor shall deliver the creative services according to the following milestones and timelines: [Delivery Milestones, Timelines for Drafts and Revisions, Review Periods, Delivery Dates, and Processes for Approving or Requesting Changes to Creative Work]. Feedback will be exchanged as follows: [Specify how feedback will be exchanged]. The client has [Time Allowed] days for review, and the project includes a maximum of [Number] revision cycles.
• Option B: The specific project timeline will be agreed upon in writing prior to the commencement of each individual project assignment under this Agreement.

3. Location of Work:

• Option A: The Contractor will perform the services primarily from [Contractor’s Premises/Remote/Virtual/Client’s Location in North Dakota]. Meetings will be held [In-Person/Virtual/Phone].
• Option B: The Contractor will have access to the Client’s facilities and will use the following equipment/software provided by [Client/Contractor]: [List Equipment/Software]. The Contractor shall comply with all applicable North Dakota data security regulations.

4. Compensation:

• Option A: The Client shall pay the Contractor a fixed project fee of [Amount].
• Option B: The Client shall pay the Contractor an hourly rate of [Amount] per hour.
• Option C: The Client shall pay the Contractor [Amount] per deliverable.
• Payment shall be made according to the following schedule: [Payment Schedules, including Upfront Payments or Deposits, Progress Payments at Milestones, Final Payment upon Acceptance].
• Option A: North Dakota sales tax [Will/Will Not] be added to invoices, as applicable.
• Option B: The Contractor will submit itemized invoices to the Client. Pre-approved expenses, such as [Expenses (e.g., travel, materials, software)], will be reimbursed. Late payment penalties shall be [Late Payment Penalties, in accordance with North Dakota statutes].

5. Intellectual Property:

• Option A: Upon final payment, all copyright/work product, drafts, raw files, source files, and final creative deliverables shall become the property of the Client.
• Option B: Client agrees that Contractor owns the copyright in and to all original works of authorship that are created by Contractor, or its employees or agents, for Client under this Agreement. To the extent such works are deemed "work made for hire" under the U.S. Copyright Act, Contractor hereby assigns to Client all right, title and interest in such works of authorship.
• This provision excludes pre-existing materials and Contractor’s portfolio rights. Contractor warrants that all work is original and does not infringe upon the rights of any third party. Contractor shall indemnify Client against any claims of infringement.

6. Independent Contractor Status:

The Contractor is an independent contractor and not an employee of the Client. The Contractor is solely responsible for their own income taxes, self-employment tax, insurance (including workers’ compensation if required for subcontractors or creative teams), benefits, and any federal/state/local reporting or registration, including applicable ND business licenses or sales tax permits.

7. Compliance with Laws:

The Contractor shall comply with all applicable state and local laws, including copyright/IP law, digital and data protection, advertising or marketing regulations (if applicable), and ND anti-discrimination law.

8. Confidentiality:

The Contractor shall maintain strict confidentiality of Client's confidential materials, sensitive project information, trade secrets, or client customer data. The duration of confidentiality shall be [Duration]. Upon termination of this agreement, the Contractor shall securely delete or return all Client materials.

9. Subcontracting:

• Option A: The Contractor [May/May Not] subcontract or delegate tasks.
• If subcontracting is permitted, all subcontractors must be approved by the Client. The Contractor is responsible for the performance of any subcontractors. Sub-contractors must comply with ND sub-contractor classification and licensure (if applicable).

10. Dispute Resolution:

Any disputes shall be resolved through good faith negotiation. If negotiation fails, the parties agree to mediation or arbitration in [County Name], North Dakota. North Dakota state law and courts shall govern this Agreement.

11. Force Majeure:

Neither party shall be liable for any failure to perform its obligations under this Agreement due to force majeure events, including extreme weather, flood, network/power failure, or government order, provided that such party makes reasonable efforts to mitigate the effects of such event.

12. Breach and Remedies:

Breach includes missed milestones, non-conforming creative work, IP violation, confidentiality breach, or payment default. The breaching party shall have [Timeframe] to cure the breach. Remedies may include damages, fee reduction, or the right to retain/dispose of creative work if payment is not received.

13. Term and Termination:

• Option A: This Agreement shall commence on [Start Date] and terminate on [End Date].
• Option B: This Agreement is project-based and will terminate upon completion of the services described in Section 1.
• Either party may terminate this Agreement with [Number] days' written notice. Upon termination, the Contractor shall be entitled to compensation for work completed to date. Digital files, source material, or client assets shall be handed over to the Client.

14. Modifications:

Any modifications or amendments to this Agreement must be in writing and signed by both parties.

15. Moral Rights:

• Option A: Contractor waives any and all moral rights in the creative work.
• Option B: To the extent applicable, moral rights are waived as permitted by law.

16. Notice:

All notices shall be delivered by [Email/Certified Mail/In-Person Delivery] to the addresses listed above.

17. Non-Solicitation/Non-Compete:

• Option A: Contractor agrees that for a period of [Number] months following termination of this agreement, Contractor will not solicit customers of Client for the purpose of offering services which are similar to the services provided under this agreement, within a [Distance] mile radius of [Location].
• Option B: (No Non-Solicitation/Non-Compete Clause).

18. Records Retention and Inspection:

The Contractor shall maintain accurate business, tax, and production records in line with ND tax audit requirements, including [List of Federal and State Tax Documentation, e.g., W-9, ND income tax or sales tax obligations].

19. Web/Digital Projects:

For web/digital projects, the Contractor assures accessibility, privacy policy, and data compliance as applicable under ND law.

20. Insurance:

The Contractor shall maintain [Insurance Types, e.g., general liability, errors and omissions, or professional liability insurance] insurance with a minimum coverage of [Amount].

21. Portfolio/Display Rights:

The Contractor may use the creative work for portfolio/display purposes, except where the Client demands confidentiality or an embargo period of [Duration].

22. Project Cancellation:

In the event of project cancellation by the Client, the Contractor shall be compensated for work completed to date. The Client may have rights to partial use of incomplete creative work. All unfinished concepts remain confidential.

23. Minors:

If minors are involved in creative material (modeling, photography), ND-compliant parental consents must be obtained.

By signing below, the parties acknowledge that they have read and understand all the terms and conditions of this Agreement and have the authority to enter into this Agreement.

____________________________
[Client Printed Name]

____________________________
[Client Signature]

Date: [Date]

____________________________
[Contractor Printed Name]

____________________________
[Contractor Signature]

Date: [Date]