Oregon creative independent contractor agreement template

Oregon Creative Independent Contractor Agreement

This Oregon Creative Independent Contractor Agreement ("Agreement") is made and entered into as of this [Date] by and between:

• [Client Full Legal Name], residing at [Client Address], with email address [Client Email], and business registration number (if applicable) [Client Business Registration Number] ("Client");
• and
• [Contractor Full Legal Name], residing at [Contractor Address], with email address [Contractor Email], and business registration number (if applicable) [Contractor Business Registration Number] ("Contractor").

1. Description of Services

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

• Option A: [Description of Services, e.g., Graphic Design Services]. The Contractor will provide graphic design services as described in [Reference Document, e.g., Project Proposal dated [Date]], attached hereto as Exhibit A.
• Option B: [Description of Services, e.g., Photography Services]. The Contractor will provide photography services, including [Specific Deliverables, e.g., headshots, product photos, event photography].
• Option C: [Description of Services, e.g., Web Development Services]. The Contractor will provide web development services for [Client Website], including [Specific Tasks, e.g., front-end development, back-end development, database design].
  • Scope of Work: [Detailed Description of Scope of Work]
  • Deliverables: [List of Specific Deliverables]
  • Measurable Standards of Quality: [Quantifiable Metrics for Quality]
  • Creative Milestones: [List of Project Milestones]
  • Project Phases: [Outline of Project Phases]
  • Approval Processes: [Description of Approval Processes]
  • Review Rounds: [Number of Review Rounds Allowed]

2. Timeline

• Option A: Project Commencement: [Start Date]; Interim Deliverables: [Dates]; Revisions: [Dates]; Final Delivery: [Date].
• Option B: The Contractor will complete the services within [Number] days of Client approval of the initial concept.

3. Service Location

• Option A: Remote. The Contractor will perform the services remotely.
• Option B: On-site at [Client Address]. The Contractor will perform the services on-site at the Client's location.
• Option C: Hybrid. The Contractor will perform some services remotely and some on-site as needed, with in-person meetings as agreed upon by both parties. [Specify frequency and location of in-person meetings].

4. Intellectual Property Rights

• Option A: Work Made for Hire. The parties agree that all work created by the Contractor for the Client under this Agreement shall be considered a "work made for hire" as defined under the U.S. Copyright Act.
• Option B: Copyright Assignment. The Contractor hereby assigns to the Client all right, title, and interest in and to the copyright of the work created under this Agreement.
  • Usage Scope: [Exclusive/Non-Exclusive], [Perpetual/Limited Term], [Geographic Scope], [Media Type].
  • Licenses Retained by Contractor: The Contractor retains the right to use the work in their portfolio for promotional purposes.
  • Moral Rights: Contractor retains all moral rights to the work and will be properly credited in a manner agreed to by both parties.
  • Client Alteration Limitations: The Client may not alter the final deliverable without the express written consent of the Contractor.

5. Compensation

• Option A: Flat Fee. The Client shall pay the Contractor a flat fee of [Dollar Amount] for the services described in this Agreement.
• Option B: Hourly Rate. The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.
• Option C: Per Milestone. The Client shall pay the Contractor according to the following milestones: [List of Milestones and Payment Amounts].
  • Payment Schedule: Invoices shall be submitted [Frequency, e.g., monthly] and payment is due within [Number] days of receipt.
  • Tax Responsibilities: The Contractor is responsible for all self-employment taxes and shall receive a Form 1099-NEC from the Client if payments exceed the IRS threshold.
  • Oregon Tax Disclosure: The Contractor is responsible for applicable Oregon state and local taxes, including but not limited to self-employment tax.

6. Expenses and Reimbursements

• Option A: No Reimbursement. The Client will not reimburse the Contractor for any expenses.
• Option B: Reimbursable Expenses. The Client will reimburse the Contractor for pre-approved expenses, including [List of Reimbursable Expenses, e.g., travel, stock photos, software licenses].
  • Approval Procedures: All expenses must be pre-approved in writing by the Client.
  • Documentation Requirements: The Contractor must submit receipts and documentation for all expenses.

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or joint venturer of the Client. The Contractor is responsible for all self-employment taxes, insurance, and business registrations. This contract does not create an employer-employee relationship. The Contractor shall comply with ORS Chapter 670 if applicable.

8. Oregon Business Licenses and Compliance

The Contractor represents that they possess all necessary Oregon business licenses and trade name filings required to perform the services outlined in this Agreement. The Contractor represents compliance with all relevant Oregon employment classification laws and BOLI guidelines, including the ABC test for independent contractor status.

9. Confidentiality

The Contractor agrees to protect the Client's confidential information, including [List of Confidential Information], and comply with the Oregon Uniform Trade Secrets Act.

• Data Handling Security: The Contractor will take reasonable steps to ensure the security of the Client's data.
• Return of Materials: Upon request or termination of this Agreement, the Contractor will return all Client materials and data.

10. Non-Solicitation and Non-Competition

To the extent permitted under Oregon law, the Contractor agrees not to solicit the Client's employees or customers for a period of [Number] months after the termination of this Agreement. The Contractor agrees not to compete with the Client within [Specific Geographic Area] for a period of [Number] months after the termination of this Agreement, provided that this restriction complies with Oregon statutory caps and notice requirements.

11. Project Changes

Any changes to the scope of work must be documented in a written change order signed by both parties.

12. Termination

• Option A: Termination for Cause. Either party may terminate this Agreement for cause upon written notice.
• Option B: Termination for Convenience. The Client may terminate this Agreement for convenience upon [Number] days written notice to the Contractor.
  • Final Payment and Settlement: Upon termination, the Client will pay the Contractor for all services performed up to the date of termination.
  • Delivery of Completed Works: The Contractor will deliver all completed works to the Client upon termination.

13. Warranties and Indemnification

The Contractor warrants that the services will be performed professionally and that the work will be original and free from IP infringement. The Contractor agrees to indemnify and hold harmless the Client from any claims arising from the Contractor's negligence or breach of this Agreement.

14. Limitation of Liability

The Contractor's liability shall be limited to the amount paid by the Client to the Contractor under this Agreement. The Contractor shall not be liable for any consequential damages.

15. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through mediation in [City, Oregon]. If mediation fails, the parties agree to binding arbitration in accordance with Oregon Revised Statutes, with exclusive jurisdiction and venue in Oregon courts, and governing law as Oregon.

16. Compliance with Laws

The Contractor shall comply with all applicable industry and local (Portland, if relevant) regulations, including public art guidelines, and shall obtain all necessary model or location releases specific to Oregon. The Contractor will adhere to anti-discrimination, accessibility, environmental, and labor practices as may apply under Oregon state or municipal law.

17. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to wildfire, power outages, or other natural disasters.

18. Insurance

• Option A: No Insurance Required. The Contractor is not required to maintain insurance.
• Option B: Insurance Required. The Contractor shall maintain [Type of Insurance, e.g., general liability insurance] with coverage of at least [Dollar Amount].

19. Recordkeeping

The Contractor shall maintain proper records for contract-related transactions and Oregon tax purposes.

20. Assignment/Subcontracting

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

21. Integration and Modification

This Agreement constitutes the entire agreement between the parties and may only be modified by a written amendment signed by both parties.

22. Electronic Signatures and Notice

Digital and electronic signatures are valid and binding under the Oregon Uniform Electronic Transactions Act. Notice shall be provided to the addresses listed above, or via email to the specified email addresses.

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

_______________________________
[Client Full Legal Name]

_______________________________
[Contractor Full Legal Name]