Oklahoma design independent contractor agreement template

Oklahoma Design Independent Contractor Agreement

This Oklahoma Design Independent Contractor Agreement is made and entered into as of this [Date], by and between:

[Client Full Legal Name], residing at [Client Mailing Address], Email: [Client Email], Phone: [Client Phone Number], hereinafter referred to as "Client,"

and

[Contractor Full Legal Name], residing at [Contractor Mailing Address], Email: [Contractor Email], Phone: [Contractor Phone Number], hereinafter referred to as "Contractor."

1. Description of Services

Option A: Contractor agrees to provide the following design services to Client: [Detailed Description of Design Services, e.g., Graphic Design, Web Design, Interior Design]. This includes, but is not limited to: [Specific Deliverables, e.g., logo design, website mockups, construction drawings].

Option B: See attached Exhibit A for a detailed description of the design services to be provided. The design services shall be provided according to the project milestones and deadlines outlined in Exhibit B.

• Design formats required: [e.g., Digital files, Print-ready assets, CAD files].
• Applicable style guides or brand standards: [e.g., Client brand book, accessibility guidelines].
• Quality benchmarks: [e.g., adherence to industry best practices, error-free deliverables].

2. Client Approvals and Feedback

Option A: Client shall provide feedback within [Number] business days of receiving deliverables. Contractor will incorporate feedback up to [Number] revisions.

Option B: Client approval is required at each milestone outlined in Exhibit B. If approval is not received within [Number] days, the project schedule may be adjusted. The approval process will follow these steps: [Detailed Approval Procedure].

3. Work Location and Resources

Option A: Work will be performed remotely.

Option B: Work will be performed on-site at [Client Location]. Client will provide access to: [List of Resources, e.g., desk, internet, necessary software].

• Equipment and Software: [Who provides which tools/licenses? e.g., Contractor provides their own computer and software licenses; Client provides access to specific design software].
• Access to Client Materials: Contractor will have access to [Specific Client Materials, e.g., brand guidelines, product photos] and must adhere to the client's security protocols.

4. Payment Terms

Option A: Client shall pay Contractor a fixed fee of [Dollar Amount] for the Services.

Option B: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour.

Option C: Payment will be made in milestone payments according to the schedule in Exhibit C.

• Invoicing: Contractor shall submit invoices to Client [Frequency, e.g., monthly, upon completion of milestones].
• Payment Method: Payments will be made via [Payment Method, e.g., check, electronic transfer].
• Reimbursement for Expenses: Contractor will be reimbursed for pre-approved expenses, not to exceed [Dollar Amount]. Documentation required for reimbursement: [Expense Documentation Requirements].
• Oklahoma Sales and Use Tax: Contractor is responsible for collecting and remitting Oklahoma sales tax, if applicable.
• Late Payment Penalty: Late payments will accrue interest at a rate of [Percentage]% per month.
• IRS Form 1099-NEC: Client [Will/Will Not] file IRS Form 1099-NEC for payments to Contractor.

5. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. Client will not provide workers' compensation, unemployment, or withhold taxes. Contractor is responsible for all state and federal tax filings.

• Business Registration: Contractor is responsible for maintaining all required business licenses and registrations, including any applicable in Oklahoma.
• Insurance: Contractor is responsible for maintaining adequate insurance coverage, including [Type of Insurance, e.g., Professional Liability Insurance].

6. Intellectual Property Ownership

Option A: All designs, source files, and other deliverables created by Contractor for Client shall be owned by Client upon full payment.

Option B: Contractor retains ownership of all intellectual property. Client is granted a [Type of License, e.g., perpetual, non-exclusive] license to use the designs for [Specific Use].

• Usage Restrictions: [Specify any usage restrictions].
• Contractor Portfolio Rights: Contractor may display the completed work in their portfolio with Client's permission.
• Third-Party Materials: Contractor is responsible for ensuring proper licensing of all third-party materials, stock images, and fonts.

7. Confidentiality

Contractor agrees to keep confidential all Client data, trade secrets, and pre-release designs. This confidentiality obligation shall continue for [Number] years after the termination of this agreement.

8. Non-Solicitation and Non-Compete

Option A: During the term of this agreement and for [Number] months thereafter, Contractor will not solicit Client's employees or customers.

Option B: No non-solicitation or non-compete clause applies.

9. Dispute Resolution

Any disputes arising under this agreement shall be resolved through [Method of Dispute Resolution, e.g., negotiation, mediation, binding arbitration]. This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma, and venue shall be in [Oklahoma County] County, Oklahoma.

10. Liability and Indemnity

Contractor shall indemnify Client against any claims resulting from copyright infringement or breach of confidentiality. Client shall not be liable for any indirect or consequential damages. Liability shall be limited to the total amount paid to Contractor under this agreement.

11. Insurance

Option A: Contractor shall maintain [Type of Insurance, e.g., General Liability Insurance] with a coverage limit of [Dollar Amount].

Option B: No specific insurance requirements.

12. Modification and Amendment

This agreement may be modified only by a written amendment signed by both parties.

13. Termination

Option A: This agreement may be terminated by either party upon [Number] days' written notice.

Option B: This agreement will automatically terminate upon completion of the project.

• Grounds for Termination: Termination may occur for material breach of this agreement.
• Walk-Away Payment: In the event of termination, Client shall pay Contractor for all services performed up to the date of termination.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this agreement due to acts of God, war, or other events beyond its reasonable control, including but not limited to Oklahoma weather events like tornadoes.

15. Record-Keeping

Contractor shall maintain accurate records of all services performed and expenses incurred.

16. Compliance with Laws

Contractor shall comply with all applicable Oklahoma laws and regulations.

17. Subcontracting

Option A: Contractor may subcontract services with Client's prior written consent.

Option B: No subcontracting is permitted.

18. Client Responsibilities

Client shall provide timely information and approvals necessary for Contractor to perform the services.

19. Use of Contractor's Work

Client may use Contractor's work for [Permitted Use].

• Crediting: Contractor [Will/Will Not] be credited for the work.

20. Notices

All notices under this agreement shall be in writing and sent to the addresses listed above. Electronic delivery is acceptable.

21. Entire Agreement

This agreement constitutes the entire agreement between the parties and supersedes all prior communications and proposals.

22. Severability

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

23. Assignment

Neither party may assign this agreement without the other party's written consent.

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

[Client Full Legal Name]

By: [Client Signature]

[Contractor Full Legal Name]

By: [Contractor Signature]