South Dakota creative independent contractor agreement template

South Dakota Creative Independent Contractor Agreement

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

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

and

[Independent Contractor Name], residing at [Independent Contractor Address], with email address [Independent Contractor Email] and phone number [Independent Contractor Phone] (hereinafter referred to as “Contractor”).

1. Scope of Services

Option A: The Contractor shall provide the following creative services to the Client: [Description of services, e.g., graphic design, copywriting, photography, video production, web design, illustration, or other artistic work]. This includes, but is not limited to, the following specific tasks: [Detailed list of tasks].

Option B: The Contractor shall provide the services as detailed in Exhibit A, attached hereto and incorporated by reference.

The Deliverables shall meet the following quality and originality standards: [Description of quality standards, originality, format requirements, such as digital file specifications, colors, resolution, or print-ready guidelines].

The Client shall provide the following materials or assets to the Contractor: [List of client-provided materials or assets].

2. Project Timeline

Option A: The project shall commence on [Start Date] and shall be completed by [Final Deadline]. The following milestones shall be met:

• Milestone 1: [Milestone Description] - Due Date: [Date]
• Milestone 2: [Milestone Description] - Due Date: [Date]
• Milestone 3: [Milestone Description] - Due Date: [Date]

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

Approval/feedback procedures: [Description of draft approval cycles and feedback process].

3. Communication

Option A: The parties shall communicate primarily via [Preferred communication platform, e.g., email, phone, project management software]. Communication shall occur [Frequency of communication, e.g., daily, weekly].

Option B: Weekly project status updates will be provided by the Contractor to the Client every [Day of the week] via [Preferred communication platform].

Escalation of disagreements: [Process for resolving creative disagreements].

4. Work Location

Option A: The Contractor shall perform the services [Remote, On-site at Client's location, Hybrid - specify days, At a designated venue: [Venue Address]].

Option B: The Contractor shall be responsible for providing their own work location and equipment.

Client-provided access or equipment: [Description of access provided, e.g., server access, software licenses].

Responsibility for software licenses: [Who is responsible for which licenses].

5. Fees and Payment

Option A: The Client shall pay the Contractor a fee of [Total Fee] for the services described herein. This fee shall be paid as follows: [Payment Schedule, e.g., 50% upfront, 50% upon completion; milestone-based payments].

Option B: The Contractor shall be paid at an hourly rate of [Hourly Rate]. The Contractor will submit invoices every [Frequency, e.g., week, month].

Reimbursable costs: [Description of reimbursable costs, e.g., materials, travel, third-party licenses].

• Reimbursement shall be made within [Number] days of receipt of invoice with appropriate documentation.

Applicable South Dakota Sales Tax: [Applicable Tax treatment, or "Not Applicable". If applicable, specify tax rate and whether it's included or excluded from the fee, with reference to SDCL].

Late payment penalty: [Description of late payment penalty, e.g., interest rate].

Invoices shall be submitted to [Designated email address or contact person].

6. Ownership and Intellectual Property

Option A: Upon completion of the services and full payment, all right, title, and interest in and to the Deliverables, including all intellectual property rights, shall vest in the Client.

Option B: The Client shall receive a license to use the Deliverables for [Specific use case]. The Contractor retains all other rights.

Copyright assignment: [Statement of copyright assignment, if applicable].

Moral rights waiver: [Statement of moral rights waiver, if permissible under South Dakota law].

Rights to drafts/concepts: [Who owns the rights to preliminary concepts].

Contractor portfolio use: The Contractor may display the Deliverables in their portfolio for self-promotion, provided that [Conditions, e.g., client logo is removed, client gives written permission].

7. Confidentiality

The Contractor agrees to hold the Client's confidential information in strict confidence. Confidential information includes, but is not limited to, [Description of confidential information, e.g., business plans, customer lists, creative concepts].

The Contractor shall not disclose or use the Client’s confidential information for any purpose other than to perform the services under this Agreement.

This confidentiality obligation shall survive the termination of this Agreement.

8. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship.

The Contractor is solely responsible for all taxes and other statutory reporting requirements related to their compensation under this Agreement, per South Dakota law.

The Contractor is not entitled to any employee benefits from the Client, including but not limited to health insurance, paid time off, or retirement benefits.

The Contractor shall not be eligible for worker’s compensation or unemployment insurance through the Client.

9. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws, including those specific to creative and gig work in South Dakota, including wage statutes, and anti-discrimination laws.

The Contractor is responsible for maintaining any required business licenses or certificates required in South Dakota.

10. Warranties

The Contractor warrants that the Deliverables will be original, will not infringe upon the intellectual property rights of any third party, and will be of a professional quality consistent with industry standards.

Error correction and revisions: [Description of error correction procedures and maximum number of revision rounds].

Limitation of liability: [Limitations or exclusions of contractor liability for consequential damages].

11. Insurance

Option A: The Contractor shall maintain [Type of insurance, e.g., professional liability, general liability] insurance with coverage of at least [Amount].

Option B: The Contractor is not required to maintain insurance coverage.

Responsibility for losses: [Statement of responsibility for losses due to contractor negligence or third-party IP infringement claims].

12. 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 the terms of this agreement.

Allowable reasons for termination: [Description of reasons for termination, e.g., breach of contract, non-performance, creative incompatibility].

Duty to deliver work-in-progress: [Obligation to deliver partially completed work].

Final payment terms upon termination: [Terms for payment for completed work].

Transition of IP and materials upon termination: [Process for returning IP and materials].

13. Change Requests

All change requests must be submitted in writing and approved by both parties.

The Contractor shall provide a written estimate of any additional fees and timeline adjustments resulting from the change request.

Scope amendments, additional fee negotiation, added milestone planning, and mutual approval requirement for mid-project creative pivots.

14. Subcontracting

Option A: The Contractor may subcontract portions of the services with the Client's prior written approval.

Option B: The Contractor may not subcontract any of the services under this agreement.

All subcontractors must sign confidentiality and IP agreements mirroring these terms.

15. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiations.

If the parties are unable to resolve the dispute through negotiation, they may agree to submit the dispute to mediation or creative arbitration.

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state and federal courts located in South Dakota.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, and natural disasters.

South Dakota-specific notice and remedies in case of force majeure.

17. Recordkeeping

The Contractor shall maintain accurate records of all work performed and expenses incurred under this Agreement.

Backup and archiving of creative files.

Delivery of working and source files upon request.

Post-completion cooperation for minor corrections.

18. Signatures

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 shall be deemed valid and binding under South Dakota law.

Client:

____________________________

[Client Name]

Contractor:

____________________________

[Independent Contractor Name]