Tennessee design independent contractor agreement template

Tennessee Design Independent Contractor Agreement

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

[Client Full Legal Name/Entity Name], whose address is [Client Address] ("Client") and, if applicable, whose entity type is [Client Entity Type] and contact information is: [Client Phone Number], [Client Email Address],

and

[Contractor Full Legal Name/Entity Name], whose address is [Contractor Address] ("Contractor") and, if applicable, whose entity type is [Contractor Entity Type] and contact information is: [Contractor Phone Number], [Contractor Email Address].

1. Scope of Services

The Contractor agrees to provide the following design services to the Client:

Option A: [Detailed description of design services, e.g., graphic design for website banners, including initial concepts, revisions, and final deliverables]. Deliverables include: [List deliverables, e.g., source files (PSD, AI), web-optimized images (JPEG, PNG)].

Option B: [Detailed description of design services, e.g., interior design for a residential property in Nashville, including space planning, material selection, and construction documentation]. Deliverables include: [List deliverables, e.g., floor plans, elevations, 3D renderings, specification documents].

Option C: [Detailed description of design services, e.g., architectural renderings for a proposed building development in Memphis]. Deliverables include: [List deliverables, e.g., high-resolution images, animation].

Detailed Service Descriptions: [Provide detailed explanations of each task involved].

Creative Direction: [Specify the overall artistic vision for the project].

Design Process Phases: [Outline the steps of the design process, e.g., concept, refinement, finalization].

Deliverable Types and Formats: [List all deliverable types and their associated formats].

Revisions: [Specify the number of free revision rounds].

Milestones and Deadlines: [List key project milestones with corresponding deadlines].

2. Project Schedule and Timeline

Option A: The project shall commence on [Start Date] and be completed by [Completion Date].

Option B: The Contractor will adhere to the following schedule:

Milestone 1: [Milestone Description] - Due Date: [Date]

Milestone 2: [Milestone Description] - Due Date: [Date]

Final Delivery: [Date]

Client Feedback Windows: [Specify the time Client has to provide feedback after each deliverable].

Approval Stages: [Outline the approval process for each deliverable or milestone].

Change Request Procedures: [Describe the process for requesting changes to the scope of work].

Rush Work: [Conditions for rush work requests and any associated fees].

Schedule Extensions: [Specify how schedule extensions are handled].

3. Location of Work and Materials

Option A: The Contractor will perform the services remotely from the Contractor’s studio.

Option B: The Contractor will perform the services at the Client's premises located at [Client Premise Address].

Option C: A combination of remote work and on-site visits to [Location] as needed. The Contractor will provide the Client with [Number] days notice prior to each on-site visit.

On-Site Visit Requirements: [Detail the purpose, duration, and dress code for on-site visits].

Local Permits/Insurance: The Contractor is responsible for obtaining and maintaining any necessary permits and insurance required for on-site work in Tennessee, especially related to [Specific Activity, e.g., on-premise photography, architectural design].

Tools and Equipment: Contractor will provide all necessary tools, software, and equipment to complete the work.

Materials: [Specify who provides project materials].

4. Compensation

Option A: The Client shall pay the Contractor a flat fee of [Amount] for the complete performance of the services described in Section 1.

Option B: The Client shall pay the Contractor at an hourly rate of [Hourly Rate].

Option C: The Client shall pay the Contractor a retainer of [Retainer Amount] and a fee of [Per Project Amount] per project.

Upfront Deposit: [Specify deposit amount or percentage].

Payment Schedule: [Outline the payment schedule, e.g., upon completion of milestones].

Invoicing Procedures: [Describe how invoices will be submitted and the information required].

Late Payment Interest: Late payments shall accrue interest at the rate of [Interest Rate]% per annum, as permitted by Tennessee law (T.C.A. § 47-14-103).

Expense Reimbursement: The Client will reimburse the Contractor for pre-approved expenses such as [List Expenses, e.g., travel, software licenses].

Taxes: The Contractor is responsible for all applicable Tennessee business taxes and self-employment taxes. For tangible deliverables, [Specify who pays sales tax according to Tennessee law].

5. Intellectual Property

Option A: All intellectual property rights, including copyright, in the design work created by the Contractor for the Client under this Agreement shall be owned by the Client as a work made for hire, as defined in 17 U.S.C. § 101.

Option B: The Contractor retains ownership of all intellectual property rights in the design work, but grants the Client a [Specify License Type, e.g., perpetual, non-exclusive] license to use the design work for [Specify Purpose, e.g., marketing, website].

Option C: Copyright shall transfer to the client only upon final payment.

Pre-Existing Materials: Any pre-existing materials used by the Contractor remain the property of the Contractor or the original owner.

Third-Party Licenses: The Contractor is responsible for obtaining necessary licenses for any third-party assets used in the design work.

Usage Rights: [Clearly define the Client's rights to use the design work].

Alterations: The Client agrees not to alter or resell the designs without the Contractor's written permission.

Moral Rights: The Contractor [Waives/Does Not Waive] their moral rights in the design work.

Attribution: [Specify attribution requirements].

6. Confidentiality

The Contractor agrees to keep confidential all information relating to the Client's business, including but not limited to [List types of confidential information, e.g., customer data, marketing plans].

Non-Disclosure: The Contractor will not disclose any confidential information to any third party.

Non-Solicitation: The Contractor will not solicit the Client's customers or employees for a period of [Number] years after the termination of this Agreement, as addressed under the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.).

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client.

No Employer-Employee Relationship: This Agreement does not create an employer-employee relationship.

Insurance and Taxes: The Contractor is responsible for providing their own liability insurance, workers' compensation (if applicable), and for paying all applicable state and federal taxes, including self-employment taxes and Tennessee Business Tax if applicable. The contractor must possess all required business licenses.

8. Insurance

Option A: The Contractor is not required to maintain professional liability insurance.

Option B: The Contractor shall maintain professional liability insurance with a minimum coverage amount of [Amount].

Professional Liability Insurance: The Contractor shall provide proof of insurance upon request.

9. Contract Modification

Any modification to this Agreement must be in writing and signed by both parties.

Additional Work: Any additional work outside the scope of services in Section 1 will require a written change order.

Fee Adjustments: Any changes to the scope of work may result in adjustments to the compensation.

10. Acceptance and Rejection of Deliverables

The Client shall have [Number] days to review and accept or reject deliverables.

Remediation: If deliverables are rejected, the Contractor will have [Number] days to remediate the issues.

Revisions: The contract includes [Number] rounds of revisions. Additional revisions will be charged at [Rate].

11. Breach of Contract

If either party breaches this Agreement, the non-breaching party shall have the right to pursue all available remedies under Tennessee law.

Liability: [Specify liability limits].

Indemnification: The Contractor agrees to indemnify and hold harmless the Client from any claims arising out of the Contractor's negligence or willful misconduct.

Remedies: Remedies for breach of contract may include damages, specific performance, or termination of the Agreement.

12. Termination

Option A: This Agreement shall terminate upon the completion of the services described in Section 1.

Option B: Either party may terminate this Agreement upon [Number] days written notice.

Termination for Breach: Either party may terminate this Agreement immediately if the other party breaches a material term of this Agreement.

Final Payment: Upon termination, the Client shall pay the Contractor for all services performed up to the date of termination.

Deliverables Handover: The Contractor shall hand over all completed deliverables to the Client.

Post-Termination Obligations: The confidentiality and intellectual property provisions of this Agreement shall survive termination.

13. Dispute Resolution

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

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

Mediation/Arbitration: If negotiation fails, the parties agree to submit the dispute to [Mediation/Arbitration] in Tennessee, referencing the Tennessee Uniform Arbitration Act (T.C.A. § 29-5-301 et seq.).

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

Jurisdiction: Any legal action arising out of this Agreement shall be brought in the state or federal courts located in [County], Tennessee.

Jury Trial Waiver: [Include or exclude Jury Trial Waiver].

14. General Provisions

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

Non-Assignment: This Agreement may not be assigned by either party without the written consent of the other party.

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

Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Notice: All notices under this Agreement shall be in writing and delivered by [Acceptable delivery methods, e.g., certified mail, email] to the addresses listed above.

Electronic Signatures: Electronic signatures shall be valid and binding in accordance with the Tennessee Uniform Electronic Transactions Act (T.C.A. § 47-10-101 et seq.).

Portfolio Use: The Contractor [Is/Is Not] permitted to use the project in their portfolio, subject to client approval and confidentiality obligations.

Compliance with Laws: The Contractor shall comply with all applicable Tennessee laws and regulations, including child labor laws if applicable. The contractor shall comply with Tennessee’s child labor and employment age restrictions if the independent contractor is a minor, and any business entity registration or fictitious name filings if applicable for the designer under Tennessee law.

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

[Client Full Legal Name/Entity Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Full Legal Name/Entity Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]