South Dakota design independent contractor agreement template

South Dakota Design Independent Contractor Agreement

This South Dakota Design Independent Contractor Agreement (the "Agreement") is made and entered into as of [Effective Date] by and between:

[Client Legal Name], located at [Client Registered Business Address], hereinafter referred to as "Client,"

and

[Contractor Legal Name], located at [Contractor Registered Business Address] and, if applicable, South Dakota Registration/License Number: [Contractor Registration/License Number], hereinafter referred to as "Contractor."

Contact Details:

Client Contact Person: [Client Contact Person Name]

Client Contact Email: [Client Contact Email]

Client Contact Phone: [Client Contact Phone]

Contractor Contact Person: [Contractor Contact Person Name]

Contractor Contact Email: [Contractor Contact Email]

Contractor Contact Phone: [Contractor Contact Phone]

This agreement is for design services to be rendered in South Dakota or remotely therefrom.

Statement of Work:

Contractor agrees to perform the following design services for Client: [Detailed Description of Design Tasks, e.g., "Design a logo according to branding guidelines provided by Client; Design a website mockup with 5 pages, including home, about, services, portfolio, and contact; Design product packaging for [Product Name] according to given specifications"].

Deliverables: [Detailed List of Deliverables, e.g., "Final logo design in .AI, .EPS, .PNG, and .JPG formats; Website mockup in .PSD or Figma format; Product packaging design in .AI format ready for print"].

Format and Software: [Specify Format and Software, e.g., "Adobe Illustrator CC, Adobe Photoshop CC, Figma"].

Branding/Style Guide: [Specify Branding/Style Guide, e.g., "Client's existing branding guide provided on [Date]; to be developed by the contractor."]

Revision Cycles: [Number] revision cycles per deliverable.

Milestones: [List Milestone Dates and Deliverables for Each Milestone, e.g., "Milestone 1: Logo concepts presented - [Date]; Milestone 2: Website mockup completed - [Date]; Milestone 3: Product packaging design completed - [Date]"].

Review/Approval Procedures: [Specify Review and Approval Procedures, e.g., "Client will provide feedback within [Number] days of each deliverable. Final approval required in writing."]

Communication Protocols: [Specify Communication Protocols, e.g., "Weekly status meetings via Zoom; Email communication for all other updates."]

Term:

The term of this Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the Services described in the Statement of Work, whichever occurs later.

Option A: Automatic Renewal: This Agreement shall automatically renew for successive [Number]-month periods unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: Extension Option: The Client may extend this Agreement for an additional term of [Number] months by providing written notice to the Contractor at least [Number] days prior to the end of the initial term.

Location of Services:

Option A: Remote: The Contractor shall perform the Services remotely from [Contractor's Location].

Option B: On-Site (South Dakota): The Contractor shall perform the Services on-site at the Client's location at [Client's Address]. Client agrees to provide Contractor with access to [Specify Access Rights, e.g., "Client's office during regular business hours; designated work space"] and necessary resources, including [List Client-Furnished Resources, e.g., "computer, software licenses, internet access"].

Option C: Hybrid: The Contractor shall perform the Services both remotely and on-site as required, with on-site work to be performed at [Client's Address] according to a schedule agreed upon by both parties.

Compensation:

The Client shall pay the Contractor for the Services as follows:

Option A: Flat Fee: A flat fee of [Dollar Amount] for the completion of all Services described in the Statement of Work.

Payment Schedule: [Specify Payment Schedule, e.g., "50% upon execution of this Agreement, 50% upon final approval of deliverables."]

Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour for all hours worked on the Project.

Invoicing Requirements: Contractor will submit invoices to Client on a [Frequency, e.g., "bi-weekly"] basis, detailing the hours worked and a description of the Services performed.

Option C: Milestone Payments: Payments will be made according to the following milestones:

Milestone 1: [Milestone Description] - [Dollar Amount]

Milestone 2: [Milestone Description] - [Dollar Amount]

Milestone 3: [Milestone Description] - [Dollar Amount]

Reimbursement of Expenses: Client shall reimburse Contractor for pre-approved reasonable and necessary expenses incurred in connection with the performance of the Services, including [Specify Reimbursable Expenses, e.g., "travel expenses, printing costs, software licenses"]. All expenses must be pre-approved in writing by Client.

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

South Dakota Sales Tax: [State Applicability of South Dakota Sales Tax, e.g., "Applicable South Dakota sales tax will be added to all invoices, if required by law." or "Sales tax is not applicable to these services."]

Work Product and Intellectual Property:

Contractor agrees that all work product created by Contractor in connection with the Services, including but not limited to designs, artwork, and source code (collectively, the "Work Product"), shall be the sole and exclusive property of Client upon final payment.

Option A: Ownership: All right, title, and interest in and to the Work Product, including all copyrights, shall vest in Client.

Option B: Licensing: Contractor grants Client a [Specify License Type, e.g., "perpetual, irrevocable, non-exclusive"] license to use the Work Product.

Contractor Portfolio: Contractor retains the right to display the Work Product in Contractor's portfolio for promotional purposes, provided that Client's prior written consent is obtained.

Moral Rights Waiver: To the extent permitted by South Dakota law, Contractor irrevocably waives all moral rights in the Work Product.

Pre-existing IP: Any pre-existing intellectual property owned by Contractor that is incorporated into the Work Product shall remain the property of Contractor, but Contractor grants Client a [Specify License Type, e.g., "perpetual, irrevocable, non-exclusive"] license to use such pre-existing intellectual property in connection with the Work Product.

Indemnification: Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to any claim that the Work Product infringes upon the intellectual property rights of any third party.

Confidentiality:

Contractor acknowledges that during the course of this Agreement, Contractor may have access to confidential and proprietary information of Client, including but not limited to business plans, financial information, customer lists, and trade secrets (the "Confidential Information").

Option A: Nondisclosure: Contractor agrees to hold the Confidential Information in strict confidence and not to disclose it to any third party or use it for any purpose other than the performance of the Services under this Agreement.

Option B: Limited Disclosure: Contractor may disclose Confidential Information to its employees or subcontractors who have a need to know such information in order to perform the Services, provided that such employees or subcontractors are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

Term: The obligations of confidentiality under this Section shall continue for a period of [Number] years following the termination of this Agreement.

Handling Sensitive Material: Contractor agrees to handle sensitive material according to industry standards and South Dakota privacy statutes.

Independent Contractor Status:

It is the express intention of the parties that Contractor is an independent contractor and not an employee, partner, or joint venturer of Client.

Contractor Autonomy: Contractor shall have the sole right to control and direct the means, manner, and method by which the Services are performed.

No Employment Benefits: Contractor shall not be entitled to any employee benefits from Client, including but not limited to health insurance, vacation pay, or retirement benefits.

Taxes and Insurance: Contractor is responsible for paying all federal, state (including South Dakota Department of Revenue taxes), and local taxes applicable to Contractor's income and business, and for obtaining and maintaining all necessary business licenses and insurance, including professional liability or errors and omissions insurance if providing design consulting.

Compliance with South Dakota Law: Contractor acknowledges and agrees to comply with all applicable South Dakota laws and regulations regarding independent contractors.

Subcontractors:

Contractor shall not subcontract any of the Services to be performed under this Agreement without the prior written consent of Client.

Subcontractor Compliance: Any subcontractors used by Contractor shall be bound by the terms and conditions of this Agreement, including the confidentiality and intellectual property provisions.

Liability for Subcontractors: Contractor shall be liable for the acts and omissions of its subcontractors.

Warranties and Representations:

Contractor warrants and represents that:

Original Work: The Work Product shall be original and shall not infringe upon the intellectual property rights of any third party.

Compliance with Laws: The Work Product shall comply with all applicable South Dakota advertising, signage, or product regulations.

Professional Standards: The Services shall be performed in a professional and workmanlike manner in accordance with industry standards for the relevant design field.

Liabilities and Indemnification:

Contractor shall be liable for any damages or losses suffered by Client as a result of Contractor's breach of this Agreement, including but not limited to:

Failure to meet quality standards or delivery timelines.

Breach of confidentiality or intellectual property obligations.

Client shall be liable for damages or losses suffered by Contractor as a result of Client's improper use of the Work Product.

Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to any third-party claims arising out of or relating to such party's breach of this Agreement.

Limitation of Liability: In no event shall either party be liable to the other party for any indirect, incidental, consequential, or punitive damages.

Dispute Resolution:

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.

Mediation: If the dispute is not resolved through negotiation, the parties shall submit the dispute to mediation in South Dakota.

Arbitration: If the dispute is not resolved through mediation, the parties may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.

Litigation: If the dispute is not resolved through arbitration, either party may bring an action in the courts of South Dakota.

Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. The venue for any legal action arising out of or relating to this Agreement shall be in [Specify County] County, South Dakota.

Attorney Fees: The prevailing party in any legal action arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

Modifications and Amendments:

This Agreement may be modified or amended only by a written instrument signed by both parties.

Termination:

This Agreement may be terminated as follows:

Expiration: This Agreement shall automatically terminate upon the expiration of the Term.

Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.

Termination for Cause: Either party may terminate this Agreement for cause upon the occurrence of a material breach of this Agreement by the other party.

Post-Termination Obligations: Upon termination of this Agreement, Contractor shall deliver all Work Product and Client data to Client. Client shall pay Contractor for all Services performed up to the date of termination.

Survival: The provisions of this Agreement relating to confidentiality, intellectual property, payments due, and indemnification shall survive the termination of this Agreement.

Insurance:

Contractor shall maintain the following insurance coverage:

Option A: General Liability Insurance: [Dollar Amount] per occurrence.

Option B: Professional Liability (E&O) Insurance: [Dollar Amount] per claim.

Workers’ Compensation: Contractor must provide a certificate of Workers' Compensation insurance or an exemption if not required to carry it under South Dakota Law.

Contractor shall provide Client with proof of insurance upon request.

Assignment:

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

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.

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.

Compliance with Laws:

Contractor shall comply with all applicable South Dakota and municipal laws and regulations relating to the performance of the Services.

Business Licenses: Contractor is responsible for obtaining and maintaining any required South Dakota business licenses or design certifications.

Client Cooperation:

Client agrees to provide Contractor with all necessary information, feedback, and approvals in a timely manner in order to enable Contractor to perform the Services.

Records Retention and Data Transfer:

Contractor will maintain adequate records of all services provided and all deliverables will be backed up. Upon completion of the project or termination of this agreement, Contractor shall securely transfer all files to Client using [Specify method: e.g., cloud file transfer, external hard drive].

Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, including but not limited to acts of God, natural disasters (including severe weather within South Dakota), war, terrorism, or government regulations. The affected party shall promptly notify the other party of the occurrence of a force majeure event and shall use commercially reasonable efforts to mitigate the effects of such event.

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]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]