Rhode Island design independent contractor agreement template

Rhode Island Design Independent Contractor Agreement

This Rhode Island Design Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between:

• [Client Name], residing at [Client Address] (the "Client"), and
• [Contractor Name], residing at [Contractor Address], or doing business as [Contractor Business Name] (the "Designer").

1. Scope of Services

• The Designer agrees to provide the following design services to the Client: [Detailed description of services: e.g., Graphic design, web design, logo design, UI/UX design, product design, interior design, including specific tasks and responsibilities.]
• Deliverables: The Designer will deliver the following deliverables to the Client: [List of deliverables: e.g., Sketches, wireframes, mockups, prototypes, source files, final artwork in specified formats (.ai, .psd, .jpg, .pdf, etc.). Include specifications for each deliverable (size, resolution, format, etc.).]
• Milestones: The project will be completed in accordance with the following milestones:
  • [Milestone 1]: [Description of Milestone 1] - Due Date: [Date]
  • [Milestone 2]: [Description of Milestone 2] - Due Date: [Date]
  • [Milestone 3]: [Description of Milestone 3] - Due Date: [Date]
• Revision Rounds: The Designer will provide [Number] rounds of revisions for each deliverable.
• Client Approval: Client approval is required at the following checkpoints: [Specify points in the project where client approval is needed. Examples: after initial concept, after each revision round, before final delivery.]

2. Timeline

• Project Start Date: [Date]
• Project End Date: [Date]
• Delivery Schedule: Deliverables will be delivered according to the following schedule: [Detailed schedule specifying delivery dates for each deliverable or milestone.]
• Progress Reports/Meetings:
  • Option A: The Designer will provide written progress reports to the Client every [Number] days/weeks.
  • Option B: The Designer and Client will hold regular meetings (in person or via video conference) every [Number] days/weeks to discuss project progress.

3. Place of Service

• Option A: Remote – The Designer will perform the services remotely.
• Option B: Designer's Studio – The Designer will perform the services at their studio located at [Designer's Studio Address].
• Option C: Client Site – The Designer will perform the services at the Client's site located at [Client Site Address].
• Option D: Hybrid – The Designer will perform the services both remotely and at [Location, e.g. Client site, studio], as needed. Details: [Specify details about which tasks will be performed where, and frequency of site visits if applicable]

4. Compensation

• Option A: Flat Fee – The Client will pay the Designer a flat fee of [Dollar Amount] for the services described in Section 1.
• Option B: Hourly Rate – The Client will pay the Designer an hourly rate of [Dollar Amount] per hour. Estimated hours for the project are [Number].
• Option C: Project Phase – The Client will pay the Designer according to the following project phases:
  • [Phase 1]: [Description of Phase 1] - Payment: [Dollar Amount]
  • [Phase 2]: [Description of Phase 2] - Payment: [Dollar Amount]
  • [Phase 3]: [Description of Phase 3] - Payment: [Dollar Amount]
• Rhode Island Sales Tax: The Designer is responsible for collecting and remitting Rhode Island sales tax, if applicable, on design services. [Specify whether sales tax is included or excluded from the stated price.]
• Invoicing Requirements: The Designer will submit invoices to the Client [Frequency: e.g., weekly, bi-weekly, upon completion of milestones] via [Method: e.g., email, postal mail] to [Email Address or Mailing Address]. Invoices must include a detailed description of the services performed, hours worked (if applicable), expenses incurred (with receipts), and the total amount due.
• Payment Terms: The Client will pay the Designer within [Number] days of the invoice date (Net [Number]).
• Payment Details: The Client will pay the Designer via [Payment Method: e.g., check, wire transfer, direct deposit, PayPal]. Payment details are as follows: [Specify payment details: e.g., bank name, account number, routing number, PayPal address.]

5. Expense Reimbursement

• The Client will reimburse the Designer for pre-approved expenses related to the project, including but not limited to: [List of reimbursable expenses: e.g., materials, travel, software, printing, stock photos].
• All expenses must be pre-approved in writing by the Client. The Designer must submit receipts and documentation for all expenses.

6. Intellectual Property

• Ownership:
  • Option A: All intellectual property rights in the deliverables will vest in the Client upon full payment.
  • Option B: The Designer retains ownership of all intellectual property rights in the deliverables. The Client is granted a [Exclusive/Non-Exclusive] license to use the deliverables for [Specific Purpose: e.g., internal use, marketing, commercial use]. The Client [Does/Does Not] have the right to modify the deliverables. The Client [Does/Does Not] have the right to assign or sublicense the rights granted herein.
• Third-Party Materials: The Designer warrants that they have obtained all necessary licenses and permissions to use any third-party materials in the deliverables. The Designer will indemnify the Client against any claims of intellectual property infringement related to the deliverables.

7. Independent Contractor Status

• It is understood that the Designer is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship. The Designer is not eligible for any employee benefits from the Client.
• The Designer is responsible for paying all applicable Rhode Island and federal self-employment and income taxes.
• Rhode Island Business Registration: The Designer [Has/Has Not] registered their business with the Rhode Island Secretary of State. If registered, the registration number is: [Registration Number].
• Insurance: The Designer is responsible for maintaining their own insurance, including [Types of insurance: e.g., professional liability, general liability, business insurance], as appropriate for their business.
• Workers' Compensation: As an independent contractor, the Designer acknowledges that they are not covered by the Client's workers' compensation insurance, as per Rhode Island General Laws. The Designer is solely responsible for their own safety and well-being while performing services under this Agreement.

8. Confidentiality

• The Designer agrees to hold all confidential information of the Client in strict confidence. Confidential information includes, but is not limited to: [Examples: business plans, customer lists, financial information, unpublished designs, proprietary brand content].
• The Designer will not disclose any confidential information to any third party without the Client's prior written consent.
• Digital Security: The Designer agrees to maintain reasonable security measures to protect the Client's confidential information, including using strong passwords, encrypting sensitive data, and protecting against malware and viruses.

9. Compliance with Laws

• The Designer agrees to comply with all applicable federal, state, and local laws in performing the services under this Agreement, including Rhode Island consumer protection laws, truth-in-advertising laws, and accessibility guidelines (e.g., WCAG).
• Permitting/Licensing: If the services involve architectural or interior design, the Designer warrants that they possess all necessary Rhode Island licenses and permits to perform such services.

10. Change Orders

• Any changes to the scope of services, deliverables, timelines, or compensation must be documented in a written change order signed by both the Client and the Designer.
• The change order must specify the changes to the original agreement and the resulting adjustments to the fees and timeline.

11. Acceptance Criteria and Feedback

• The Client will provide feedback on the deliverables within [Number] days of delivery.
• Acceptance Criteria: The deliverables will be considered accepted if they meet the following criteria: [Specify acceptance criteria: e.g., conformance to design specifications, functionality, visual appeal, compliance with accessibility standards.]
• Dispute Resolution: If the Client is not satisfied with the quality of the work, the parties will attempt to resolve the dispute in good faith. If a resolution cannot be reached, the dispute will be resolved in accordance with Section 16.

12. Termination

• The Client may terminate this Agreement at any time, with or without cause, upon [Number] days written notice to the Designer.
• The Designer may terminate this Agreement if the Client breaches any material term of this Agreement and fails to cure such breach within [Number] days of written notice from the Designer.
• Grounds for Immediate Termination: The Client may terminate this Agreement immediately upon the occurrence of any of the following events: [Specify grounds for immediate termination: e.g., nonperformance, breach of confidentiality, intellectual property infringement.]
• Upon termination, the Client will pay the Designer for all services performed up to the date of termination. The Designer will return all confidential information and deliverables to the Client.

13. Indemnification

• The Designer agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or related to the Designer's performance of the services under this Agreement, including but not limited to claims arising from design errors, intellectual property infringement, data breaches, or personal injury/property damage.
• Limitations on Liability: The Designer's liability under this Agreement shall be limited to the total amount paid by the Client to the Designer under this Agreement.

14. Record Keeping and Audit

• The Designer will maintain accurate records of all time spent on the project and expenses incurred.
• The Client has the right to audit the Designer's records to verify the accuracy of invoices.

15. Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.
• Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [Specific County in Rhode Island].
• Mediation: The parties agree to attempt to resolve any disputes through mediation before resorting to litigation.

16. Non-Compete/Non-Solicitation (If Applicable)

• During the term of this Agreement and for a period of [Number] months/years following the termination of this Agreement, the Designer will not, directly or indirectly, compete with the Client or solicit the Client's employees or customers within a [Geographic Area: e.g., 50-mile radius of Providence, Rhode Island]. This provision is intended to be reasonable in scope and duration and is necessary to protect the Client's legitimate business interests, consistent with Rhode Island law.

17. General Provisions

• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, flood, or other natural disasters.
• Notices: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above. Email notices are also acceptable.
• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Electronic Signatures: This agreement may be signed electronically and the electronic signature of either party shall be considered legally binding.

18. Rhode Island Specific Reminders

• Business Registration/Fictitious Name Certificate: The Designer acknowledges that they must display their Rhode Island business registration or fictitious name certificate, as required by state law.
• Local Business Tax Permits: The Designer acknowledges that they are responsible for securing and maintaining any required local business tax permits throughout the term of this Agreement.

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

[Client Name]

_______________________________

Signature

[Contractor Name] / [Contractor Business Name]

_______________________________

Signature