Ohio design independent contractor agreement template

Ohio Design Independent Contractor Agreement

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

• [Client Name], residing at [Client Address], with phone number [Client Phone Number], and email address [Client Email Address] (the "Client"),
• and
• [Contractor Name], residing at [Contractor Address], with phone number [Contractor Phone Number], and email address [Contractor Email Address] (the "Contractor").

1. Statement of Work:

• Option A: The Contractor shall provide the following design services to the Client: [Detailed Description of Design Services, including scope, project objectives, deliverable types, file formats, quality standards, revisions allowed, review process, and acceptance criteria].
• Option B: The Contractor shall provide design services as outlined in Exhibit A, attached hereto and incorporated herein by reference.
• Deliverables will include:
  • List Item 1: [Deliverable Type 1, e.g., Digital Files]
  • List Item 2: [Deliverable Type 2, e.g., Mockups]
• Milestones:
  • Milestone 1: [Description, e.g., Initial Concept] - Due Date: [Date]
  • Milestone 2: [Description, e.g., First Draft] - Due Date: [Date]

2. Location of Services:

• Option A: The Contractor will perform the services remotely.
• Option B: The Contractor will perform the services on-site at the Client's location: [Client Address].
• Option C: The Contractor will perform the services at [Designated Ohio Address].
• The Client will provide the following:
  • List Item 1: [Equipment, e.g., Computer]
  • List Item 2: [Software Licenses, e.g., Adobe Creative Suite]
  • List Item 3: [Access to Client Systems, e.g., Server access]

3. Compensation:

• Option A: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Contractor a fixed project fee of [Dollar Amount].
• Option C: The Client shall pay the Contractor according to the following milestone payment schedule:
  • Milestone 1 Payment: [Dollar Amount] upon completion of [Milestone Description]
  • Milestone 2 Payment: [Dollar Amount] upon completion of [Milestone Description]
• The Contractor shall submit invoices to the Client on a [Frequency, e.g., Bi-weekly] basis. Payments shall be made within [Number] days of invoice receipt.
• Payment Method:
  • Option 1: Electronic Fund Transfer (EFT)
  • Option 2: Business Check
• Contractor is responsible for all applicable Ohio state and local sales/use tax registration and remittance.

4. Expense Reimbursement:

• Option A: The Client shall reimburse the Contractor for pre-approved, reasonable expenses incurred in connection with the performance of the services.
• Option B: The Client will not reimburse the Contractor for any expenses.
• Reimbursable expenses include:
  • List Item 1: [Material Costs]
  • List Item 2: [Travel Costs]
• The Contractor must provide receipts and documentation for all expenses.

5. Ownership of Work Product:

• Option A: All work product created by the Contractor pursuant to this Agreement shall be considered "work for hire" and owned by the Client. The Contractor hereby assigns all rights, title, and interest in and to such work product to the Client.
• Option B: The Contractor retains ownership of the work product, but grants the Client a perpetual, irrevocable, non-exclusive license to use the work product.
• The Client shall own the final approved designs, while the contractor retains rights to drafts, rejected concepts and background materials.

6. Portfolio Use:

• Option A: The Contractor may display completed work in their portfolio for self-promotion purposes, subject to Client's prior written consent.
• Option B: The Contractor may display completed work without specific consent, but will maintain client confidentiality.
• The Contractor must obtain the Client's consent before using any client attribution or submitting work for awards.

7. Confidentiality:

The Contractor shall maintain the confidentiality of all Client information and shall not disclose any such information to any third party, in accordance with Ohio trade secrets law (Ohio Revised Code Chapter 1333). This obligation shall survive the termination of this Agreement.

8. Independent Contractor Status:

The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for paying all applicable federal, state, and local taxes, including self-employment taxes. The Contractor is not entitled to any employee benefits.

• The Contractor shall submit a W-9 form to the Client prior to any payments being made.
• The Client will issue a 1099-NEC form to the Contractor if payments exceed $600 in a calendar year.
• The Contractor is responsible for understanding and complying with Ohio municipal income tax regulations, including those in cities like Cincinnati, Columbus or Cleveland, if applicable.

9. Professional Registration:

If the Contractor is engaging in regulated design activities (e.g., landscape architecture), the Contractor is responsible for maintaining all required state-mandated professional registrations, and complying with the regulations of the Ohio Board of Examiners.

10. Liability and Indemnification:

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Contractor's performance of the services, including, but not limited to, claims for copyright infringement or violation of third-party rights.

• Option A: The Contractor shall maintain errors & omissions insurance with coverage of at least [Dollar Amount].
• Option B: The Contractor's liability shall be limited to the total amount paid by the Client under this Agreement.

11. Correction of Errors:

The Contractor shall correct any errors or non-compliant design work within a reasonable time frame. If the Contractor fails to do so, the Client may hire a third party to correct the errors, and the Contractor shall be responsible for the cost of such correction.

12. Non-Solicitation/Non-Circumvention:

• Option A: During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit any employees or customers of the Client.
• Option B: During the term of this Agreement the Contractor will not circumvent or bypass the client to engage with their clients directly.
• These restrictions are deemed reasonable in scope and duration under Ohio law.

13. Termination:

• Option A: This Agreement shall terminate automatically upon completion of the services described in the Statement of Work.
• Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option C: The Client may terminate this Agreement immediately for cause, including breach of contract, nonpayment, or gross misconduct.
• Upon termination, the Contractor shall be paid for all work completed up to the effective date of termination.

14. Post-Termination Obligations:

Upon termination, the Contractor shall immediately return or securely delete all confidential information and design files from all media. The Contractor shall obtain Client approval of final designs and complete administrative handover of copyrights or project documentation.

15. Dispute Resolution:

Any dispute arising out of or in connection with this Agreement shall be resolved through negotiation. If negotiation fails, the parties shall attempt mediation in Ohio. If mediation fails, the parties may submit the dispute to binding arbitration in Ohio under Ohio law. The exclusive forum for any litigation shall be the [Ohio County] County Court of Common Pleas. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

16. 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, natural disasters, weather events, or supply chain issues.

17. Boilerplate Provisions:

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: This Agreement may not be assigned or delegated by either party without the prior written consent of the other party.
• Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person, sent by certified mail, or sent by email to the addresses set forth above.
• Signature: 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 under Ohio’s Uniform Electronic Transactions Act, ORC 1306.
• Effective Date: This Agreement shall be effective as of the date first written above.

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

[Client Name]

____________________________
Signature

[Contractor Name]

____________________________
Signature