Oregon design independent contractor agreement template

Oregon Design Independent Contractor Agreement

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

[Client Name], residing at [Client Address], with contact phone number [Client Phone Number] and email address [Client Email] (hereinafter referred to as “Client”),

and

[Independent Contractor Name], residing at [Independent Contractor Address], with contact phone number [Independent Contractor Phone Number] and email address [Independent Contractor Email], and doing business as [Independent Contractor Business Name, if applicable] (hereinafter referred to as “Contractor”).

Scope of Work

Option A: General Design Services

Contractor shall provide the following design services: [Description of Design Services, e.g., graphic design, web design, UX/UI design, product design, industrial design, interior design, or architectural design].

Option B: Specific Project Details

Contractor shall perform the following specific tasks:

• [Task 1: Description]
• [Task 2: Description]
• [Task 3: Description]

Project Phases:

• [Phase 1: Description and Deliverables]
• [Phase 2: Description and Deliverables]
• [Phase 3: Description and Deliverables]

Deliverables:

• [Deliverable 1: Description and Format]
• [Deliverable 2: Description and Format]

Revisions: Contractor will provide [Number] rounds of revisions. Additional revisions will be billed at [Hourly Rate or Flat Fee per Revision].

Project Timeline

Option A: Fixed Timeline

Project Start Date: [Start Date]

Project End Date: [End Date]

Key Deliverable Deadlines:

• [Deliverable 1: Deadline]
• [Deliverable 2: Deadline]

Option B: Milestone-Based Timeline

Milestone 1: [Description of Milestone] - Deadline: [Date]

Milestone 2: [Description of Milestone] - Deadline: [Date]

Feedback Period: Client shall provide feedback within [Number] days of each deliverable.

Update/Reporting Schedule: Contractor will provide progress updates [Frequency, e.g., weekly, bi-weekly].

Work Location

Option A: Remote Work

Contractor will perform the services remotely from [Location].

Option B: Client Site

Contractor will perform the services at the Client's location: [Client Address].

On-site Access: Client will provide Contractor with reasonable access to the premises.

Workspace: Client will provide Contractor with a suitable workspace.

Fees and Payment

Option A: Hourly Rate

Contractor's hourly rate is [Hourly Rate].

Option B: Flat Fee

The flat fee for the project is [Flat Fee].

Option C: Milestone-Based Payment

Payment Schedule:

• Milestone 1: [Payment Amount] upon completion of [Milestone 1 Description].
• Milestone 2: [Payment Amount] upon completion of [Milestone 2 Description].
• Final Payment: [Payment Amount] upon final approval of deliverables.

Option D: Retainer

The retainer fee is [Retainer Fee] per [Frequency, e.g., month].

Invoices: Contractor shall submit invoices to Client [Frequency, e.g., monthly].

Oregon Tax Withholding: Contractor is responsible for all applicable Oregon state and federal taxes.

1099 Provision: Client will provide Contractor with a 1099 form at the end of the tax year.

Out-of-Pocket Expenses: Client will reimburse Contractor for pre-approved out-of-pocket expenses, including [Examples: printing, materials, travel], upon submission of receipts.

Late Payment Penalties: Late payments will accrue interest at a rate of [Interest Rate]% per month, as permitted by Oregon law.

Intellectual Property Ownership

Option A: Work Made for Hire

All deliverables created by Contractor under this Agreement shall be considered "work made for hire" under the Copyright Act. Client shall own all right, title, and interest in and to the deliverables.

Option B: Assignment of Copyright

Contractor hereby assigns to Client all right, title, and interest in and to the copyright of the deliverables upon full payment.

Contractor's Retained Rights: Contractor retains the right to display the deliverables in their portfolio.

Moral Rights: Contractor waives any moral rights they may have in the deliverables to the fullest extent permitted by law.

Third-Party Licenses: Contractor warrants that all third-party components used in the deliverables are properly licensed for Client's use.

Client's Rights to Modify: Client shall have the right to modify the deliverables.

Confidentiality and Data Protection

Contractor shall maintain the confidentiality of Client's data, proprietary information, and unpublished designs.

Contractor shall securely store and use digital files related to the project.

The confidentiality obligations shall continue for [Number] years after the termination of this Agreement.

Contractor will comply with all applicable Oregon data protection laws.

Independent Contractor Relationship

Contractor is an independent contractor and not an employee of Client.

Contractor has the right to control the means and method of work.

Contractor is not entitled to Oregon unemployment or workers' compensation benefits from Client.

Contractor shall comply with ORS 670.600 regarding independent contractor status.

Contractor is responsible for all applicable taxes, insurance, and licensing requirements.

Contractor is solely responsible for obtaining and maintaining professional liability insurance coverage for the design work.

Client Cooperation and Dependencies

Client shall provide timely feedback, information, materials, and approvals necessary for Contractor to meet deadlines.

Client delays may result in adjustments to the project timeline and fees.

Risk Allocation

Liability Limits: Contractor's liability under this Agreement shall be limited to the fees paid by Client to Contractor.

Indemnification: Contractor shall indemnify Client against third-party intellectual property claims arising from Contractor's work.

Disclaimer of Warranties: Contractor disclaims all warranties except those expressly stated in this Agreement.

Reporting Errors: Contractor will promptly report and remedy any errors or omissions in the deliverables.

Insurance Requirements: Contractor shall maintain professional liability insurance with minimum coverage of [Amount].

Assignment and Subcontractors

Contractor shall not assign this Agreement without Client's written consent.

Contractor may use subcontractors with Client's prior approval.

All subcontractors shall be subject to the terms of this Agreement.

Term and Termination

Term: This Agreement shall commence on [Start Date] and continue until [End Date] or the completion of the project.

Termination for Convenience: Either party may terminate this Agreement for convenience with [Number] days written notice.

Termination for Breach: Either party may terminate this Agreement for material breach by the other party.

Post-Termination Obligations: Upon termination, Contractor shall return all Client materials, data, and unfinished work.

Final Payment: Client shall pay Contractor for all services rendered up to the date of termination.

Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

Negotiation: The parties agree to first negotiate in good faith to resolve any disputes.

Mediation/Arbitration: If negotiation fails, the parties agree to mediate or arbitrate the dispute in [City, Oregon] under the rules of [Mediation/Arbitration Organization, e.g., Oregon Mediation Association].

Venue and Jurisdiction: Any legal action arising under this Agreement shall be brought in the state or federal courts located in [County Name] County, Oregon.

Oregon-Specific Compliance

This Agreement is subject to relevant Oregon statutes, including ORS 701 (if applicable), and any applicable local design licensure or business registration requirements.

Representations and Warranties

Contractor represents and warrants that all work will be original, non-infringing, and comply with relevant industry and legal standards.

Contractor represents and warrants that they are authorized to enter into this Agreement.

Contractor represents and warrants that all third-party components used in final designs are properly licensed for Client's use.

Notices

All notices under this Agreement shall be in writing and sent by [Method of Notice, e.g., email, certified mail] to the addresses listed above.

Opportunity to Cure

The non-breaching party shall provide the breaching party with [Number] days to cure any breach of this Agreement.

Force Majeure

Neither party shall be liable for delays or failures to perform due to force majeure events.

Non-Solicitation

Contractor shall not solicit Client's employees for a period of [Number] years after the termination of this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No oral modification of this agreement is allowed. Any changes must be in writing and signed by both parties.

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

[Client Name]

By: [Client Signature]

[Independent Contractor Name]

By: [Independent Contractor Signature]