Oklahoma creative independent contractor agreement template

Oklahoma Creative Independent Contractor Agreement

This Oklahoma Creative Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

• [Client Name], a [Client Entity Type, e.g., Individual, Corporation, LLC] with a principal place of business at [Client Address] (“Client”),
• and
• [Contractor Name], a [Contractor Entity Type, e.g., Individual, Corporation, LLC] with a principal place of business/residence at [Contractor Address] (“Contractor”).

1. Description of Services

The Contractor agrees to provide the following creative services to the Client:

• Option A: General Description: A general description of services, such as "Graphic Design Services", "Content Writing Services", "Video Production Services", "Photography Services", or "Marketing Content Services".
• Option B: Detailed Description: A detailed description of services, including, but not limited to:
  • Specific deliverables (e.g., logo design, website copy, promotional video, product photography).
  • Formats of delivery (digital, print, specify file types).
  • Content standards and specifications (e.g., brand guidelines, SEO requirements).
  • Iteration and approval process.
  • Milestones, scheduling, and deadlines.
  • Access to necessary project resources or information.

2. Work Location and Resources

The Contractor will perform the services as follows:

• Option A: On-Site: At the Client's premises located at [Client Address]. Contractor will have access to the following resources: [List Resources].
• Option B: Remote: At a location of the Contractor's choosing.
• Option C: Hybrid: A combination of on-site and remote work, as mutually agreed upon. The on-site work will be performed at [Client Address], and Contractor will have access to the following resources: [List Resources].

3. Compensation and Payment

The Client will compensate the Contractor as follows:

• Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option B: Hourly Rate: An hourly rate of [Dollar Amount], with a maximum of [Number] hours per week/month.
• Option C: Milestone-Based: Payment based on the completion of specific milestones, as follows:
  • Milestone 1: [Milestone Description]: [Dollar Amount].
  • Milestone 2: [Milestone Description]: [Dollar Amount].
  • Milestone 3: [Milestone Description]: [Dollar Amount].
• Option D: Retainer: A retainer of [Dollar Amount] per [Time Period, e.g., month], for [Number] hours of service. Additional hours will be billed at [Dollar Amount] per hour.

Payment Schedule: [Payment Schedule, e.g., Net 30, upon completion of each milestone]. Accepted payment methods: [Payment Methods, e.g., Check, ACH, Wire Transfer]. Late payment penalty: [Late Payment Penalty, e.g., 1.5% per month]. Reimbursement terms for project expenses or materials: [Reimbursement Terms, e.g., Pre-approval required, receipts must be provided]. The contractor is responsible for all applicable self-employment taxes in Oklahoma. The client is responsible for issuing a 1099-NEC to the contractor if payments exceed $600 in a calendar year. Sales/Use tax responsibility lies with [Responsible party for sales/use tax related to the project].

4. Ownership and Intellectual Property

• Option A: Client Ownership: All right, title, and interest in and to the finished creative works created by the Contractor under this Agreement, including all copyrights, shall vest exclusively in the Client. The Contractor hereby assigns all such rights to the Client.
• Option B: Limited License: The Client shall have a non-exclusive, [Territory, e.g., Worldwide], [Duration, e.g., Perpetual], license to use the finished creative works for [Usage Scope, e.g., marketing and advertising purposes]. The Contractor retains ownership of the copyright.

Contractor's rights to portfolio use, resale, or self-promotion: [Contractor Rights, e.g., Contractor may use the work in their portfolio, Contractor may not resell the work without client consent].

5. Confidentiality

The Contractor agrees to hold all Confidential Information of the Client in strict confidence. "Confidential Information" includes, but is not limited to, creative content, trade secrets, proprietary information, and any other information designated as confidential by the Client. This obligation aligns with the Oklahoma Uniform Trade Secrets Act. [Specify information sharing boundaries, if any].

6. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Contractor is responsible for their own taxes, insurance, and any required work permits. This Agreement does not create an employer-employee relationship, and the Contractor is not entitled to workers' compensation benefits from the Client. The contractor acknowledges that they are exempt from unemployment insurance coverage through the client.

7. Liability and Indemnification

The Contractor shall be liable for damages arising from missed deadlines, subpar creative work, copyright/trademark infringement, defamation or privacy violations in creative output, data loss, or leaks caused by the Contractor's negligence or willful misconduct. The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's performance of this Agreement. Limitation of liability: [Limitation of Liability, e.g., Contractor's liability shall be limited to the amount paid under this Agreement]. Insurance Requirements: [Insurance Requirements, e.g., Contractor shall maintain general liability insurance].

8. Acceptance Procedure

Deliverables shall be deemed accepted upon [Number] days of receipt by the Client unless the Client provides written notice of rejection. Criteria for revision requests: [Criteria for Revision Requests, e.g., Must be consistent with original scope]. Revision limits: [Revision Limits, e.g., Two rounds of revisions]. Formal signoff: [Formal Signoff Method, e.g., Written approval, email confirmation]. Conditions under which the client may reject work: [Rejection conditions, e.g., Failure to meet specifications, quality issues].

9. Term and Termination

The term of this Agreement shall commence on [Start Date] and shall continue until [End Date] or the completion of the services described in Section 1.

• Option A: Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
• Option B: Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material provision of this Agreement and fails to cure such breach within [Number] days after written notice thereof.

Payment for completed work upon termination: [Payment Terms, e.g., Contractor will be paid for all work completed up to the date of termination]. Handover protocols on exit: [Handover Protocols, e.g., Contractor will provide all deliverables and documentation to the Client]. Procedures for return or destruction of client materials: [Return/Destruction Procedures, e.g., Contractor will return all client materials upon termination, or certify that they have been destroyed].

10. Non-Solicitation/Non-Compete

Non-solicitation and non-compete restrictions: [Non-Solicitation/Non-Compete Restrictions, e.g., Contractor agrees not to solicit Client's employees for a period of one year after termination of this Agreement; Contractor agrees not to compete with Client within a 50-mile radius for a period of six months after termination of this Agreement]. *Note: Oklahoma law has specific limitations on the enforceability of non-compete agreements. The scope and reasonableness of such clauses will be carefully scrutinized.*

11. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows: First, the parties shall attempt to resolve the dispute through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they may submit the dispute to mediation or arbitration. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. The venue for any legal action shall be [County Name] County, Oklahoma.

12. Compliance with Laws

The Contractor shall comply with all applicable local, state, and federal laws and regulations. This includes, but is not limited to, Oklahoma anti-discrimination laws, any necessary licenses or permits, and provisions regarding right of publicity/privacy.

13. Data Security and Record Retention

Data security and record retention practices: [Data Security Practices, e.g., Contractor will use industry-standard security measures to protect client data; Contractor will retain records for [Number] years]. Compliance with Oklahoma data privacy policies: [Reference specific Oklahoma data privacy policies if applicable].

14. Assignment and Subcontracting

The Contractor may not assign or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Client.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, civil unrest, or government action.

16. Miscellaneous

Amendment: This Agreement may be amended only by a written instrument signed by both parties.
Entire Agreement: 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.
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 email to the addresses set forth above.
Execution: 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.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

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

____________________________
[Client Name]

____________________________
[Contractor Name]