Tennessee creative independent contractor agreement template

Tennessee Creative Independent Contractor Agreement

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

[Client Legal Name], a [Client Entity Type, e.g., Corporation] with its principal place of business at [Client Tennessee Address] (“Client”),

and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Sole Proprietorship] with its principal place of business at [Contractor Tennessee Address] (“Contractor”).

1. Scope of Work

The Contractor agrees to provide the following creative services to the Client: [Detailed Description of Creative Services, e.g., Graphic design services including logo design, branding guidelines, and marketing collateral. This includes 3 initial logo concepts, 2 rounds of revisions, and final delivery in vector and raster formats.]

• Project Objectives: [Specific Project Objectives, e.g., Develop a new brand identity that reflects the Client's modern aesthetic and resonates with its target audience.]
• Deliverables: [List of Specific Deliverables, e.g., Logo files (AI, EPS, PNG, JPG), Brand Style Guide (PDF), Business Card Design (Print-ready PDF).]
• Style and Format Requirements: [Specify Style and Format Requirements, e.g., Logo should be minimalist, use a color palette of blues and greys, and be adaptable for both print and digital use.]
• Revision and Approval Process:
  • Option A: The Client will provide feedback within [Number] business days of each deliverable submission. The Contractor will incorporate feedback and resubmit. There will be a maximum of [Number] rounds of revisions per deliverable.
  • Option B: Client approval will be deemed granted if no feedback is received within [Number] business days.
• Timelines and Milestones: [List of Timelines and Milestones, e.g., Initial Logo Concepts: [Date]; First Revision Round: [Date]; Final Delivery: [Date].]
• Tools, Software, and Platforms: [List of Tools, Software, and Platforms, e.g., Adobe Illustrator, Adobe Photoshop, Google Drive.] The Contractor is responsible for maintaining valid licenses for all necessary software.

2. Work Location and Resources

• Option A: The work will be performed remotely.
• Option B: The work will be performed on-site at [Client Tennessee Address].
• Option C: The work will be performed in a hybrid model, with [Number] days per week on-site and the remainder remotely.

• Option A: The Contractor will provide all necessary equipment and resources.
• Option B: The Client will provide the following equipment and resources: [List of Equipment and Resources, e.g., Computer, software licenses, access to client servers.]

3. Compensation

The Client shall compensate the Contractor as follows:

• Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the entire project.
  • Payment Schedule: [Specify Payment Schedule, e.g., 50% upfront, 50% upon final approval of deliverables.]
• Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour.
  • The Contractor will submit invoices on a [Frequency, e.g., bi-weekly] basis detailing the hours worked.
• Option C: Per Milestone: [Dollar Amount] per completed milestone as outlined in Section 1.

Expenses: The Client will reimburse the Contractor for pre-approved expenses up to [Dollar Amount]. All expenses must be documented with receipts.

Tennessee Sales Tax: [Specify Responsibility for Tennessee Sales Tax, e.g., Contractor is responsible for collecting and remitting Tennessee sales tax if applicable.]

Invoicing: The Contractor will submit invoices to [Client Contact Email Address].

Payment Terms: The Client will pay invoices within [Number] days of receipt.

Late Payment Penalty: Late payments will accrue interest at a rate of [Percentage]% per month.

4. Intellectual Property

• Option A: Work for Hire: All work created by the Contractor under this Agreement shall be considered "work made for hire" as defined by the U.S. Copyright Act, and the Client shall own all right, title, and interest in and to the work, including all copyrights.
• Option B: Copyright Assignment: Contractor hereby irrevocably assigns to Client all right, title, and interest in and to the deliverables, including all copyrights, effective upon final payment. Contractor agrees to execute any further documents necessary to effectuate this assignment.
• Option C: Limited License: The Client shall have a non-exclusive, perpetual license to use the deliverables for [Specific Use, e.g., internal marketing purposes only].

Moral Rights: To the extent permitted by law, the Contractor irrevocably waives all moral rights relating to the deliverables.

5. Confidentiality

The Contractor agrees to hold all Client confidential information, including but not limited to business plans, financial information, and creative concepts, in strict confidence and will not disclose such information to any third party without the Client's prior written consent.

6. Non-Compete/Non-Solicitation (Optional - Consult Legal Counsel)

• Option A: Non-Compete: For a period of [Number] months following the termination of this Agreement, the Contractor shall not provide similar creative services to any direct competitor of the Client within [Geographic Area, e.g., Davidson County, Tennessee].
• Option B: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit or attempt to solicit any employees or customers of the Client.

7. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Contractor is solely responsible for all self-employment taxes, insurance, and other obligations. The Contractor acknowledges that they are responsible for complying with all applicable Tennessee labor and tax laws, including Form 1099-NEC requirements. Contractor confirms they possess any required business licenses or permits in Tennessee necessary to perform these services.

8. Liability and Insurance

The Contractor shall be liable for any damages caused by their negligence or willful misconduct.

• Option A: The Contractor shall maintain professional liability (E&O) insurance with coverage of at least [Dollar Amount].
• Option B: The Contractor shall indemnify and hold harmless the Client from any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Contractor’s services, including but not limited to claims for copyright infringement or breach of contract.

9. Feedback, Approval, and Acceptance

The Client shall provide timely feedback on the Contractor's work. The deliverables will be deemed accepted upon written approval from the Client or after [Number] days of submission without feedback. If the Client is dissatisfied with the deliverables, the Contractor will have [Number] days to address the Client’s concerns.

10. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the project.

• Option A: Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: Termination for Breach: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement.

Obligations Upon Termination: Upon termination, the Contractor shall deliver all completed deliverables to the Client, and the Client shall pay the Contractor for all services rendered up to the date of termination. Any intellectual property shall be transferred to the client if it has not been already. All confidential information of the client must be returned or destroyed.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through direct negotiation. If the parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to mediation in [City, Tennessee]. If mediation is unsuccessful, the parties may pursue arbitration or litigation in the courts of Tennessee. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The exclusive venue for any legal action shall be the courts located in [County, Tennessee].

12. Amendments and Notices

All amendments to this Agreement must be in writing and signed by both parties. All notices shall be sent to the addresses listed in the introduction of this Agreement. Notices may be served by certified mail, return receipt requested.

13. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

14. Tennessee Specific Disclosures

The Contractor acknowledges that they have the right to consult with an attorney before signing this Agreement.

GDPR or Data Privacy Obligations (if applicable):

If this project involves processing personal data subject to GDPR or other data privacy regulations, Contractor agrees to comply with all applicable laws and regulations, including implementing appropriate security measures to protect the data.

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 Name]

Title: [Contractor Title]