Pennsylvania creative independent contractor agreement template

Pennsylvania Creative Independent Contractor Agreement

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

[Client Name], located at [Client Address], registered as a [Client Business Type, e.g., LLC, Sole Proprietorship] in Pennsylvania, Registration Number (if applicable): [Client Registration Number] (hereinafter referred to as "Client"),

and

[Contractor Name], located at [Contractor Address], registered as a [Contractor Business Type, e.g., LLC, Sole Proprietorship] in Pennsylvania, Registration Number (if applicable): [Contractor Registration Number] (hereinafter referred to as "Contractor").

1. Scope of Services

Option A: Contractor shall provide the following creative services: [Detailed description of creative services, e.g., graphic design for website and marketing materials, including logo design, banner ads, and social media graphics]. Deliverables include: [Specific deliverables, e.g., layered PSD files, high-resolution JPEGs, and vector-based AI files].

Option B: Contractor shall provide creative services as outlined in Exhibit A (Scope of Work), attached hereto and incorporated by reference. Exhibit A specifies deliverable types, quality standards, file formats, creative brief requirements, review and approval processes, revision rounds, and expected timelines.

Quality Standards: The deliverables must meet professional industry standards, be free from defects, and conform to the Client's brand guidelines (if provided).

Client’s Role: Client will provide necessary materials (e.g., text, images, brand guidelines) within [Number] days of the effective date of this agreement and provide feedback within [Number] days of receiving deliverables.

2. Work Location

Option A: Services will be performed remotely by Contractor at Contractor’s location.

Option B: Services will be performed on-site at Client’s location at [Client Address].

Equipment: Contractor shall use Contractor’s own equipment.

Option: Client will provide equipment for Contractor’s use.

Expenses: Client will reimburse Contractor for pre-approved, reasonable travel expenses, supported by receipts, in accordance with Pennsylvania law.

3. Compensation

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

Option B: Client shall pay Contractor a fixed fee of [Dollar Amount] for the entire project as defined in Section 1.

Option C: Client shall pay Contractor according to the milestone payment schedule outlined in Exhibit B, attached hereto and incorporated by reference.

Payment Schedule: Contractor will invoice Client [Frequency, e.g., bi-weekly, monthly] and Client shall pay Contractor within [Number] days of receipt of invoice.

Taxes: Contractor is responsible for all applicable federal, state, and local taxes, including Pennsylvania personal income tax and local earned income tax.

Late Payment: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by Pennsylvania law, whichever is lower.

4. Intellectual Property

Option A (Work-Made-for-Hire): All work created by Contractor under this Agreement shall be considered "work made for hire" within the meaning of the Copyright Act. Client shall own all right, title, and interest in and to the deliverables.

Option B (Licensing): Contractor grants Client a [Exclusive/Non-Exclusive], [Perpetual/Time-Limited, e.g., 5 years] license to use the deliverables for [Specific Uses, e.g., marketing and advertising purposes].

Contractor retains the right to display the work in Contractor’s portfolio.

Client shall return all original materials to Contractor upon completion of the project.

5. Confidentiality

Both parties agree to hold confidential all non-public information received from the other party in connection with this Agreement, including but not limited to client lists, pricing information, and creative concepts, in accordance with the Pennsylvania Uniform Trade Secrets Act.

This obligation of confidentiality shall survive the termination of this Agreement.

6. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. This Agreement does not create an employer-employee relationship under Pennsylvania law.

Contractor is responsible for all self-employment taxes and for obtaining any necessary business licenses and insurance, including professional liability (errors and omissions) insurance if warranted. Contractor is not eligible for unemployment or workers' compensation benefits.

7. Non-Solicitation/Non-Competition

Option A: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit Client's employees or customers within [Geographic Area, e.g., Pennsylvania].

Option B: Contractor agrees not to compete with Client by providing similar services to Client's direct competitors within [Geographic Area, e.g., Pennsylvania] for a period of [Number] months following the termination of this agreement.

Option C: No Non-Solicitation/Non-Competition clause.

8. Project Changes

Any changes to the scope of services must be documented in a written change order, signed by both parties, which includes adjustments to the fee and delivery timeline.

9. Liability and Indemnification

Contractor shall indemnify and hold harmless Client from any claims arising from Contractor’s negligence or willful misconduct, including claims of copyright infringement related to materials provided by Contractor.

Client shall indemnify and hold harmless Contractor from any claims arising from Client’s misuse or alteration of the deliverables.

10. Warranties and Representations

Contractor warrants that the deliverables will be original and will not infringe on the intellectual property rights of any third party.

Client warrants that it has the right to use any content or branding materials provided to Contractor.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation in [City, Pennsylvania]. If mediation fails, the parties may pursue legal remedies in the state and federal courts located in [County, Pennsylvania]. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

12. Termination

This Agreement may be terminated by either party upon [Number] days written notice to the other party.

Client may terminate this Agreement immediately for cause if Contractor breaches any material provision of this Agreement.

Upon termination, Contractor shall deliver all work in progress to Client, and Client shall pay Contractor for all services performed up to the date of termination. All intellectual property rights shall be transferred as specified in Section 4.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, or government regulation.

14. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]