Ohio creative independent contractor agreement template

Ohio Creative Independent Contractor Agreement

This Ohio Creative Independent Contractor Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between:

• [Client Full Legal Name], located at [Client Address], telephone number [Client Phone], email address [Client Email] (the "Client"),

and

• [Contractor Full Legal Name], located at [Contractor Address], telephone number [Contractor Phone], email address [Contractor Email] (the "Contractor").

1. Scope of Services

• Option A: The Contractor shall provide the following services to the Client: [Detailed Description of Services, e.g., Graphic Design for Website, Content Creation for Blog, Video Production for Marketing Campaign]. This includes but is not limited to:
  • [Specific Deliverable 1, e.g., 10 Website Banners in .PNG Format]
  • [Specific Deliverable 2, e.g., 5 Blog Posts of 800-1000 words each in .DOCX Format]
• Option B: The Contractor shall perform the services as detailed in Exhibit A attached hereto. Exhibit A includes deliverable specifications, performance milestones, review/approval process, and deadlines for each stage.

2. Work Location

• Option A: The Contractor shall perform the services remotely.
• Option B: The Contractor shall perform the services onsite at [Client Location].
• Option C: The Contractor shall perform the services in a hybrid manner, both remotely and onsite, as needed and agreed upon in advance.
• Option D: The Contractor shall perform the services at event/production sites as directed by the Client.

3. Equipment and Software

• Option A: The Contractor shall provide all equipment and software necessary to perform the services.
• Option B: The Client shall provide the following equipment and software to the Contractor: [List of Equipment and Software]. The Contractor is responsible for the proper use of the software and equipment in accordance with Ohio law.

4. Intellectual Property

• Option A: Work for Hire: All work product created by the Contractor under this Agreement shall be considered a "work made for hire" as defined by U.S. Copyright Law, and the Client shall own all right, title, and interest in and to such work product, including all copyrights.
• Option B: Assignment: The Contractor hereby assigns to the Client all right, title, and interest in and to the work product created under this Agreement, including all copyrights. The assignment becomes effective upon final payment.
• Option C: Limited License: The Contractor grants the Client a non-exclusive, perpetual, irrevocable, worldwide license to use the work product created under this Agreement for [Specific Use Case, e.g., internal marketing purposes only].

Contractor retains the right to use the work product in their portfolio for promotional purposes, subject to a [Number]-month embargo period from the date of delivery.

The Contractor retains ownership of pre-existing intellectual property ("Background IP"). The Client is granted a license to use the Background IP to the extent necessary to utilize the work product delivered.

5. Use of Contractor's Name/Likeness

• Option A: The Client may use the Contractor's name and logo in connection with the project for promotional purposes, with the Contractor's prior written consent.
• Option B: The Client may not use the Contractor's name, logo, or likeness without the Contractor's prior written consent.

6. Compensation

• Option A: Hourly Rate: The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.
• Option B: Per Deliverable: The Contractor shall be paid [Dollar Amount] per deliverable as defined in Section 1 or Exhibit A.
• Option C: Retainer: The Contractor shall be paid a retainer of [Dollar Amount] per [Time Period, e.g., month].

Total contract value is estimated at [Dollar Amount].

The Contractor shall submit invoices to the Client [Frequency, e.g., monthly].

Payment shall be made within [Number] days of receipt of invoice, in accordance with the Ohio Prompt Payment Act.

Acceptable payment methods include: [List Payment Methods, e.g., Check, ACH Transfer].

The Contractor is responsible for all applicable federal, state, and local taxes, including self-employment tax, and for filing the required documentation with the appropriate tax authorities in Ohio.

7. Expenses

• Option A: The Client shall reimburse the Contractor for reasonable pre-approved expenses incurred in connection with the performance of the services, including [List of Reimbursable Expenses, e.g., travel, materials].
• Option B: The Client will not reimburse any expenses.

All expenses must be pre-approved in writing by the Client. The Contractor shall submit documentation for all expenses. Reimbursement shall be made within [Number] days of receipt of expense documentation.

8. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties. The Contractor is responsible for their own unemployment and workers’ compensation insurance, if required, as per ORC 4123.01. The Contractor is solely responsible for paying their own self-employment taxes and obtaining any necessary business licenses or permits required by the State of Ohio or any applicable municipality. The Client will not withhold any taxes from payments made to the Contractor.

9. Obligations

The Client and Contractor shall communicate regularly regarding the project's progress. The Client shall provide timely feedback on the Contractor's work. The Contractor shall respond to Client communications within [Number] hours. The point of contact for the Client is [Client Point of Contact Name]. The project management tool/platform to be used is [Project Management Tool].

10. Confidentiality

The Contractor shall not disclose any confidential information of the Client, including but not limited to trade secrets, proprietary materials, and marketing strategies, as defined under the Ohio Uniform Trade Secrets Act. This obligation shall survive the termination of this Agreement for a period of [Number] years.

11. Ownership and Return of Materials

Upon completion or termination of this Agreement, the Contractor shall return to the Client all materials, files, props, digital assets, and loaned equipment belonging to the Client. The Contractor shall ensure the safe and secure transfer of all materials.

12. Quality Standards

The Contractor shall perform the services in a professional and workmanlike manner, in accordance with industry best practices and the Client's style guidelines and brand standards. The Contractor warrants that the work product will be original and free from plagiarism.

13. Revision Policy

The Contractor shall provide [Number] revisions to the work product at no additional charge. Additional revisions will be billed at [Dollar Amount] per hour. Revisions must be requested within [Number] days of delivery of the work product. Approval of the work product will be triggered by [Approval Trigger, e.g., written approval, implied approval after a set time]. Submission format for revisions is [Submission Format].

14. Insurance (If Applicable)

The Contractor shall maintain general liability insurance and professional indemnity insurance with minimum coverage amounts of [Dollar Amount] per occurrence and [Dollar Amount] in the aggregate. The Contractor shall provide the Client with a certificate of insurance upon request.

15. Indemnification

The Contractor shall indemnify and hold harmless the Client from any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or in connection with the Contractor's negligence, IP infringement, or breach of this Agreement. The Client shall indemnify and hold harmless the Contractor from any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or in connection with the Client's use of the work product, except in cases of Contractor’s negligence.

16. Limitation of Liability

In no event shall either party be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement. This limitation shall not apply to damages arising from gross negligence or willful misconduct.

17. Termination

This Agreement shall terminate upon the completion of the services as defined in Section 1 or Exhibit A, or on [Expiration Date]. Either party may terminate this Agreement upon [Number] days written notice to the other party. The Client may terminate this Agreement immediately for breach of contract, material non-performance, or insolvency of the Contractor. Upon termination, the Contractor shall be paid for all work performed up to the date of termination. The Contractor shall return all Client property.

18. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved through negotiation. If negotiation fails, the parties agree to attempt mediation in [City, Ohio] before resorting to litigation. Any lawsuit relating to this agreement shall be brought in the courts of [County] County, Ohio. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

19. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Ohio's anti-discrimination and accessibility statutes, and any applicable business taxes or licensing requirements.

20. Data Protection and Privacy

If the Contractor handles personal data of the Client's customers, the Contractor shall comply with all applicable data protection laws, including implementing appropriate security measures to protect the data. If handling sensitive data, the Contractor agrees to comply with requirements outlined in the Ohio Cybersecurity Safe Harbor Act.

21. Third-Party Materials

The Client is responsible for procuring all necessary licenses for any third-party materials used in the project, including fonts, stock art, and music. The Client shall provide documentation of all licenses to the Contractor.

22. Assignment/Subcontracting

The Contractor may not assign or subcontract this Agreement without the Client's prior written consent. The Contractor shall be liable for the work of any subcontractors.

23. Exclusivity (If Applicable)

During the term of this Agreement, the Contractor shall not provide similar services to any other client in the [Industry/Geographic Area] industry. This exclusivity clause is limited to [Time Period].

24. Portfolio Use

The Contractor may use the work product in their portfolio for promotional purposes, subject to the confidentiality provisions of Section 10 and any embargo period specified in Section 4.

25. Amendments

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

26. Entire Agreement

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

27. Severability

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

28. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding in accordance with the Ohio Uniform Electronic Transactions Act.

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

____________________________
[Client Full Legal Name]

____________________________
[Contractor Full Legal Name]