Pennsylvania design independent contractor agreement template

Pennsylvania Design Independent Contractor Agreement

This Pennsylvania Design Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date of Signing] by and between:

[Client Legal Name], a [Client Entity Type, e.g., Pennsylvania LLC, Sole Proprietorship, Corporation], with its principal place of business at [Client Business Address], Phone: [Client Phone Number], Email: [Client Email Address] (hereinafter referred to as "Client"),

and

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

1. Description of Services

Option A: The Contractor shall provide the following design services to the Client: [Detailed Description of Design Services, e.g., visual branding, UX/UI design, CAD drafting, website design, graphic design]. This includes [List Specific Deliverables: Digital files in specified format, print-ready artwork, prototypes, etc.], utilizing the following software/tools: [List Software/Tools].

Option B: The Contractor shall provide design services as outlined in Exhibit A, attached hereto and incorporated by reference. These services will utilize the following software/tools: [List Software/Tools]. The project objectives are: [Detailed project objectives]. The deliverables will be in the following formats: [Specify Media/Formats].

Iterative revisions will be limited to [Number] rounds. Final approval will be obtained by [Describe Approval Process].

2. Project Timeline

Option A: The project shall commence on [Start Date] and be completed on or before [End Date]. Key milestones and delivery dates are as follows: [List Milestones and Delivery Dates].

Option B: The project timeline is detailed in Exhibit B, attached hereto and incorporated by reference.

Requests for changes or additional work must be submitted in writing to [Designated Person/Email Address]. Approval of such requests will be at the Client’s discretion and may result in adjustments to the project timeline and fees.

3. Location of Services

Option A: Services will be performed remotely.

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

Option C: Services will be performed in a hybrid manner, with [Percentage]% of the work done remotely and [Percentage]% done on-site at [Client Business Address or Specified PA Address].

The Client will provide the following: [List Provided Equipment, Software Access, Workspace]. The Contractor is responsible for providing their own supplies, equipment, and workspace, except as explicitly noted above.

4. Compensation

Option A: The Client shall pay the Contractor an hourly rate of [Hourly Rate] per hour for services rendered.

Option B: The Client shall pay the Contractor a fixed project fee of [Fixed Project Fee] for the completion of the services described in Section 1.

Option C: The Client shall pay the Contractor a retainer of [Retainer Amount] per [Time Period, e.g., month], credited against hourly work at a rate of [Hourly Rate] per hour.

Payment will be made [Payment Interval, e.g., upon completion of milestones, bi-weekly]. Invoices must include [Invoice Requirements, e.g., date, description of services, hours worked, project name, invoice number]. Accepted payment methods are [List Payment Methods, e.g., check, ACH transfer]. Late payment penalties will accrue at a rate of [Interest Rate]% per month, consistent with Pennsylvania law. The Contractor is responsible for all applicable Pennsylvania state and local taxes.

5. Tax Obligations

The Contractor acknowledges that they are an independent business and are responsible for all applicable federal, state, and local income, business privilege, and sales taxes. The Client will not withhold any taxes from payments made to the Contractor.

6. Independent Contractor Status

This Agreement creates no employment relationship between the Client and the Contractor. The Contractor is an independent contractor under Pennsylvania law and is not entitled to any employee benefits, including workers' compensation. The Contractor has discretion over their work methods, scheduling, and engagement with other clients. The Contractor is responsible for maintaining their own insurance, including liability coverage if working on client premises in Pennsylvania.

7. Intellectual Property and Ownership

Option A: All rights, title, and interest in and to the final designs and underlying materials (source files, drafts, templates, fonts, stock assets, etc.) shall be fully assigned to the Client upon full payment. This constitutes "work for hire" under Pennsylvania law. The Contractor waives any moral rights in the designs.

Option B: The Contractor retains ownership of all underlying materials (source files, drafts, templates, fonts, stock assets, etc.), but grants the Client a perpetual, non-exclusive license to use the final designs for [Specific Use Case].

The Client grants the Contractor the right to use the final designs in their portfolio for promotional purposes. The Contractor may not transfer or assign this agreement without the Client's written consent. Procedures for third-party licensing are as follows: [Describe Procedures].

8. Confidentiality and Non-Disclosure

The Contractor agrees to hold confidential all Client information, unpublished designs, proprietary data, and the Contractor's own pre-existing intellectual property, in accordance with Pennsylvania trade secret laws. This obligation shall survive the termination of this Agreement.

9. Warranties

The Contractor warrants that the designs are original, do not infringe on any third-party intellectual property rights (including fonts, images, and stock assets), and are free from defects. The Contractor shall correct any errors or defects identified within [Warranty Period] of delivery. The scope of post-delivery support is limited to [Describe Scope].

10. Indemnification

The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's breach of this Agreement, including breaches of confidentiality, intellectual property disputes, and professional errors, subject to a limitation of liability of [Dollar Amount]. Procedures for insurance claims are as follows: [Describe Procedures].

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation, mediation, and, if necessary, binding arbitration in [County in Pennsylvania], Pennsylvania. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

12. Assignment and Subcontracting

The Contractor may not assign or subcontract any of their obligations under this Agreement without the Client's prior written consent. The Contractor shall ensure that any subcontractors are appropriately licensed or registered in Pennsylvania, if required for the relevant design field.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, technology outages, printing facility closures, supply chain disruptions, and acts of God. The affected party shall promptly notify the other party of the force majeure event and shall use reasonable efforts to mitigate its effects. The outcome obligations during Force Majeure are as follows: [Describe Obligations].

14. Termination

Option A: This Agreement shall terminate upon completion of the project as described in Section 1.

Option B: Either party may terminate this Agreement for cause, such as breach of this Agreement or nonpayment.

Option C: The Client may terminate this Agreement for convenience upon [Notice Period, e.g., 30 days] written notice to the Contractor.

Upon termination, the Client shall pay the Contractor for all services rendered up to the date of termination. The Contractor shall return all Client materials and transfer ownership of any partial deliverables as agreed upon in Section 7.

15. Client Obligations

The Client shall provide the Contractor with all necessary source materials, timely feedback, and shall appoint a designated decision-maker. The number of revisions is limited to [Number], and the timing of revisions must be within [Timeframe]. The effect of missed approvals or delays on the project timeline and fees is as follows: [Describe Effects].

16. Work Product Standards

All work product shall conform to the following standards: [Resolution, Color Profile, File Type]. The Contractor shall implement the following data security measures to protect sensitive client information: [Describe Measures]. Client files will be retained/destroyed [Retention/Destruction Timeline].

17. Compliance with Laws

The Contractor shall comply with all applicable Pennsylvania and local business laws, including licensure, business registration, sales/use tax requirements, and any specific borough or city regulations. The Contractor shall comply with the following relevant industry-specific standards or best practices: [List Standards, e.g., ADA accessibility for web design, FTC labeling rules].

18. Modification

Any modification to this Agreement must be in writing and signed by both parties.

19. 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.

20. Severability

If any provision of this Agreement is held to be invalid or unenforceable, 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 Legal Name]

By: ____________________________

[Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Legal Name]