Rhode Island creative independent contractor agreement template

Rhode Island Creative Independent Contractor Agreement

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

• [Client Name], residing at [Client Address, Rhode Island] (“Client”),
• and
• [Contractor Name], residing at [Contractor Address, Rhode Island], doing business as [Contractor Business Name (if applicable)] (“Contractor”).

1. Description of Services

• The Contractor agrees to provide the following creative services to the Client: [Detailed Description of Creative Services, e.g., graphic design, illustration, photography, copywriting, web design, multimedia production, branding, creative consulting]
• Detailed Deliverables: [List of Deliverables]
• Creative Brief: [Reference to Creative Brief Document]
• Technical Requirements: [Specific technical requirements for deliverables]
• Formats: [File formats, resolutions, etc.]
• Revision Limits: [Number of revision rounds included]
• Project Stages: [Description of project phases, e.g., concept, design, implementation]
• Acceptance Criteria: [Criteria for deliverable approval by Client]
• Timeline: [Project timeline with key milestones and deadlines]

2. Work Location

• Option A: The services will be performed on-site at the Client’s location: [Client Address, Rhode Island]. The Contractor will adhere to all applicable workplace safety standards.
• Option B: The services will be performed remotely by the Contractor.
• Option C: The services will be performed in a hybrid arrangement, with [Number] days per week at the Client's location: [Client Address, Rhode Island] and the remainder performed remotely.
• Client Resources: [List of client-provided resources, if any]
• Remote Collaboration Tools: [Specify tools for communication and collaboration]
• Access to Facilities/Equipment: [Detail any necessary access to client facilities or equipment]

3. Compensation

• Option A: The Client shall pay the Contractor an hourly rate of $[Hourly Rate] per hour.
• Option B: The Client shall pay the Contractor a fixed fee of $[Fixed Fee] for the completion of the services described in Section 1.
• Option C: The Client shall pay the Contractor a retainer fee of $[Retainer Fee] per [Week/Month].
• Payment Schedule: Payments shall be made according to the following schedule: [Payment Schedule based on milestones, deliverable acceptance, or net terms, e.g., 50% upon commencement, 50% upon completion and approval]
• Rhode Island Sales Tax: [Specify if Rhode Island sales tax is applicable]
• Invoicing Procedures: The Contractor shall submit invoices to the Client on a [Weekly/Monthly/Project Basis]. Invoices shall include an itemized list of services rendered, hours worked (if applicable), and expenses incurred (if any).
• Reimbursement of Expenses: The Client shall reimburse the Contractor for pre-approved out-of-pocket expenses. All expenses must be approved in writing by the Client prior to being incurred.
• Late Fee: A late fee of [Percentage]% per month (or the maximum amount permitted by Rhode Island law) will be charged on any overdue invoices.

4. Ownership and Licensing

• Option A: Work for Hire. All work product created by the Contractor for the Client pursuant to this Agreement shall be considered “work made for hire” under Rhode Island copyright law. The Client shall own all right, title, and interest in and to the work product, including all copyrights.
• Option B: IP Assignment. The Contractor hereby assigns to the Client all right, title, and interest in and to the work product created pursuant to this Agreement, including all copyrights.
• Option C: Licensing. The Contractor grants the Client a [Limited/Exclusive/Non-Exclusive] license to use the work product created pursuant to this Agreement for the following purposes: [Specify permitted uses].
• Rights to Underlying Materials: [Specify rights to source code, stock photos, etc.]
• Portfolio Use: The Contractor may [May/May Not] use the work product in their portfolio for promotional purposes.
• Residuals: [Specify rights to reuse components]
• Moral Rights Waiver: The Contractor waives all moral rights in the work product to the extent permitted by Rhode Island law.

5. Confidentiality

• The Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to, [List specific types of confidential information, e.g., trade secrets, client lists, marketing plans]. This obligation shall survive the termination of this Agreement.
• NDA Requirements: [Reference to a separate Non-Disclosure Agreement, if applicable]

6. Independent Contractor Status

• The Contractor is an independent contractor and not an employee, agent, or partner of the Client. The Contractor is solely responsible for all Rhode Island, federal, and local income taxes, self-employment taxes, and any other taxes or assessments arising out of or relating to the performance of services under this Agreement. The Contractor is responsible for maintaining their own insurance, including liability, health, and workers’ compensation (if required).
• Business Registration: The Contractor represents that they are properly registered to conduct business in Rhode Island. [Specify type of business entity, e.g., sole proprietor, LLC, corporation].
• Indemnity for Misclassification: The Contractor agrees to indemnify and hold harmless the Client from any and all claims, damages, and expenses arising out of or relating to any misclassification of the Contractor as an employee.

7. Third-Party Materials

• The Contractor is responsible for obtaining all necessary rights and licenses for any third-party materials used in the work product, including copyrights, model releases, and property releases. The Contractor warrants that the work product will not infringe on the intellectual property rights of any third party.
• Copyright Clearances: [Detail process for obtaining copyright clearances]
• Stock Usage: [Specify terms for use of stock photos, videos, etc.]
• Representations and Warranties of Originality: The Contractor represents and warrants that the work product is original and does not infringe on any third party's rights.
• Indemnification for Infringement: The Contractor agrees to indemnify and hold harmless the Client from any and all claims, damages, and expenses arising out of or relating to any infringement of intellectual property rights.

8. Revisions

• The Contractor will provide the Client with [Number] rounds of revisions.
• Format for Feedback: The Client shall provide feedback in a clear and concise manner, using [Specify method, e.g., written comments, tracked changes].
• Communication Protocols: All communication regarding revisions shall be directed to [Specify contact person or email address].
• Timeline for Approval: The Client shall approve or request changes within [Number] days of receiving the revised work product.

9. Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: The Client may terminate this Agreement immediately if the Contractor breaches any material provision of this Agreement.
• Option C: The Contractor may terminate this agreement immediately if the Client fails to pay undisputed invoices within [Number] days of the due date.
• Payment for Work Performed: Upon termination, the Contractor shall be entitled to payment for all work performed up to the date of termination.
• Handling of Unfinished Work: [Specify how unfinished work will be handled]
• Client-Initiated Termination: [Conditions for termination by Client]
• Contractor-Initiated Termination: [Conditions for termination by Contractor]
• Dispute over Creative Direction: [Procedure for handling disagreements on creative direction]
• Return of Confidential Information: Upon termination, the Contractor shall return or destroy all confidential information of the Client.

10. Liability and Indemnification

• The Contractor’s liability for any breach of this Agreement shall be limited to the amount of fees paid by the Client to the Contractor under this Agreement. The Contractor agrees to indemnify and hold harmless the Client from any and all claims, damages, and expenses arising out of or relating to the Contractor’s negligence or willful misconduct.

11. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through [Mediation/Arbitration] in Rhode Island. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be the state courts of Rhode Island. This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.

12. Representations

• The Contractor represents that they are legally eligible to work in the United States, have no conflicts of interest that would prevent them from performing the services under this Agreement, and have the right to enter into this Agreement. The Contractor shall comply with all applicable Rhode Island and federal employment, copyright, and tax regulations.

13. Data Security

• The Contractor shall securely store and handle all client materials and data, in compliance with Rhode Island’s personal data protection laws (if applicable). Upon project completion or termination, the Contractor shall [Specify permitted use or disposal method] of all client materials.

14. Audit/Reporting

• [Specify any audit or reporting obligations, if any]

15. Non-Solicitation

• [Include a narrowly tailored non-solicitation clause if relevant, subject to Rhode Island enforceability standards]

16. Notice

• All notices under this Agreement shall be in writing and shall be deemed to have been given upon [Specify method, e.g., personal delivery, email].
• Client Notice Address: [Client Address], [Client Email]
• Contractor Notice Address: [Contractor Address], [Contractor Email]

17. Compliance with Laws

• The Contractor shall comply with all applicable Rhode Island and federal laws, including those relating to equal opportunity and accessibility (ADA compliance for digital products or venues, where applicable).

18. Entire Agreement; Amendment

• This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.

19. Severability

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

20. Waiver

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

21. Assignment

• Neither party may assign this Agreement without the prior written consent of the other party.

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

____________________________

[Client Name]

____________________________

[Contractor Name]