North Dakota design independent contractor agreement template

North Dakota Design Independent Contractor Agreement

This North Dakota Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

[Client Name], residing/with a principal place of business at [Client Address], North Dakota (the “Client”),

and

[Contractor Name], residing/with a principal place of business at [Contractor Address], North Dakota (the “Independent Contractor”). North Dakota business registration number (if applicable): [Registration Number].

Description of Services

Option A: The Independent Contractor shall provide the following design services to the Client: [Detailed Description of Services, e.g., Graphic design services including logo creation, website design, and marketing collateral design.]. Deliverables include: [List of Deliverables, e.g., Vector logo files in AI and EPS formats, website mockups in PSD format, and marketing brochures in PDF format.].

Option B: The Independent Contractor shall provide design services as described in Exhibit A attached hereto and incorporated herein by reference.

Design Specifications: [Detailed Design Specifications, e.g., Brand guidelines to be followed, target audience demographics, desired aesthetic.]

Format/Medium: [Format/Medium, e.g., Digital files, print-ready files.]

Use of Original Assets or Client-Provided Materials: [Description of which assets will be original to the contractor and which will be provided by the client.]

Rounds of Revisions: [Number of Revision Rounds Allowed]

Approval Criteria: [Specific Criteria for Design Approval]

Project Timeline

Milestone Dates:

Concept Submission: [Date]

Draft Submission: [Date]

Feedback Due: [Date]

Revision Submission: [Date]

Final Delivery: [Date]

Work Location

Option A: Remote.

Option B: On-site at [Client Address], North Dakota.

Client Site Visits: [Frequency and Duration of Site Visits]

Use of Client Facilities: [Description of Access to Client Facilities, Hardware, Software.]

Option C: Hybrid - [Description of Hybrid Work Arrangement].

Service Fees and Payment

Option A: Fixed Project Fee: [Amount].

Payment Schedule: [Payment Schedule, e.g., 50% upon signing, 50% upon final delivery.]

Option B: Hourly Rate: [Amount] per hour.

Invoicing Procedures: [Invoicing Frequency, Content of Invoice.]

Option C: Per-Deliverable Charge: [Amount] per [Deliverable].

North Dakota State and Local Taxes: The Independent Contractor is responsible for all applicable North Dakota state and local taxes.

Late Payment Penalties: [Late Payment Penalty, e.g., 1.5% per month on overdue invoices.]

Intellectual Property Rights

Option A: Client Ownership: All intellectual property rights in the design work shall vest exclusively in the Client upon final payment.

Option B: Contractor Ownership: The independent contractor retains ownership of the intellectual property rights.

License Grant: A license is granted to the client for [Specific Uses of the Design].

Copyrights: [Copyright Ownership Details]

Licenses: [License Terms and Conditions]

Moral Rights Waiver: [Statement of Moral Rights Waiver, if applicable]

Transfer Conditions: [Conditions for Transfer of Intellectual Property Rights]

Portfolio Use: [Limitations on Contractor's Use of Design Work in Portfolio]

Pre-existing Intellectual Property: [Statement Regarding Ownership and Use of Pre-existing IP]

Confidentiality

The Independent Contractor shall not disclose any confidential information of the Client, including but not limited to [List Confidential Information, e.g., Client business plans, customer data, design concepts.], to any third party. Reference North Dakota data privacy statutes.

Duration of Confidentiality Obligation: [Duration, e.g., Indefinitely, or for a period of 5 years after termination.]

Non-Solicitation and Non-Competition

The Independent Contractor shall not solicit clients or employees of the Client for a period of [Number] years within a [Geographic Area, e.g., 50-mile radius of Fargo, North Dakota]. The scope of this clause is tailored to the North Dakota design service market.

Non-Competition: During the term of this agreement and for a period of [Number] [Months/Years] following its termination, the Independent Contractor shall not directly compete with the Client within [Specify Geographic Scope].

Independent Contractor Status

The parties agree that the Independent Contractor is an independent contractor and not an employee of the Client. The independent contractor acknowledges compliance with North Dakota's "independent contractor verification" guidelines (such as proper registration if required).

The Independent Contractor is responsible for all federal and North Dakota income, business, and sales tax compliance, worker’s compensation exemptions, and provision of their own insurance (liability, errors and omissions, where appropriate).

Liability and Indemnification

The Independent Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Independent Contractor's performance of services under this Agreement. This includes, but not limited to liability for design errors, third-party infringements, or damage to client reputation.

Insurance: The Independent Contractor shall maintain professional liability insurance in the amount of [Amount].

Client Review and Acceptance

Client shall review deliverables within [Number] days of submission.

Feedback Timeline: [Number] days to provide feedback.

Revision Protocols: [Description of Revision Process]

Remedies for Unsatisfactory Work: [Description of Remedies]

Subcontracting/Assignment

The Independent Contractor may not subcontract or assign any of its obligations under this Agreement without the prior written consent of the Client. Any subcontractors must also comply with independent contractor rules under North Dakota law.

Termination

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

Option B: Termination for Breach: Either party may terminate this Agreement for breach if the other party fails to cure such breach within [Number] days written notice.

Option C: Upon Mutually Agreed Completion.

Settlement and Final Payment: [Terms of Final Payment and Settlement]

Transfer/Destruction of Incomplete Work: [Instructions for Incomplete Work upon Termination]

Record-Keeping and Audit

Both parties shall maintain accurate records relating to this Agreement. The Client shall have the right to audit such records in accordance with North Dakota requirements.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. Venue for any dispute resolution shall be in North Dakota courts.

Dispute Resolution: [Dispute Resolution Method, e.g., Negotiation, Mediation, Arbitration.] prior to litigation.

Compliance with North Dakota Statutes

The Independent Contractor shall comply with all relevant North Dakota statutes, including but not limited to independent contractor regulations (NDCC §65-01-03), anti-discrimination laws, accessibility requirements for certain design types, and safety considerations.

Assignment/Use of Design Work by Client

[Description of how the design work will be used by the client and any limitations on usage.]

[Client Obligations for Third-Party Consents/Clearances.]

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, terrorism, strikes, or severe weather events specific to North Dakota.

Integration, Amendment, and Notice

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.

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

Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

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

____________________________

[Client Name]

____________________________

[Contractor Name]