Texas creative independent contractor agreement template

Texas Creative Independent Contractor Agreement

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

• [Client Name], residing or with a principal place of business at [Client Address] ("Client"), and
• [Contractor Name], residing or with a principal place of business at [Contractor Address] ("Contractor").

Description of Services

• Option A: General Creative Services: Contractor shall provide the following creative services to Client: [Description of general creative services].
• Option B: Specific Project Services: Contractor shall provide creative services for the following project: [Project Name]. The services include: [Detailed description of deliverables, creative standards, project milestones, required formats, technical specifications, revision cycles, and approval procedures].

Scope of Work

• Option A: Included Tasks: The scope of work includes the following tasks: [List of included tasks].
• Option B: Excluded Tasks: The scope of work specifically excludes the following tasks: [List of excluded tasks].
• Option C: Limitations: The usage of deliverables is limited to [Describe limitations on usage]. Client collaboration will include [Describe agreed client collaboration]. Client shall provide the following materials: [List materials client will provide].

Project Timeline

• Option A: Specific Dates: Project start date: [Start Date]. Key milestones: [List of milestones with dates]. Final delivery date: [Delivery Date].
• Option B: Flexible Dates: Project start date: [Start Date]. Project completion within [Number] days/weeks/months of start date.
• Procedure for Schedule Changes: Any changes to the project timeline must be agreed upon in writing by both parties. A delay due to [Circumstances constituting a delay] will result in a revised delivery date as mutually agreed.

Fees and Payment

• Option A: Project-Based Fee: The total fee for the services is [Amount].
• Option B: Milestone-Based Fee: Payment will be made in milestones as follows: [Milestone description and corresponding payment amount].
• Option C: Hourly Rate: The hourly rate is [Amount].
• Option D: Retainer: Client will pay a monthly retainer of [Amount] for [Number] hours of work per month.
• Texas Sales Tax: Texas sales tax [Will/Will Not] be applied. If applicable, the tax rate is [Percentage].
• Invoicing: Contractor will submit invoices [Frequency, e.g., bi-weekly, monthly]. Invoices should include [Invoice requirements].
• Payment Method: Payments will be made via [Payment Method].
• Late Payment Penalty: Late payments will incur a penalty of [Percentage] per month, or the maximum allowed by Texas law, on the outstanding balance.

Rights and Ownership

• Option A: Full Transfer: Upon full payment, all copyright and intellectual property rights are fully transferred to the Client. This is a "work-for-hire" agreement as defined under the U.S. Copyright Act, and Contractor acknowledges and agrees that the deliverables are specially ordered or commissioned by Client for use as a contribution to a collective work.
• Option B: Limited License: Contractor retains copyright. Client is granted a limited license to use the deliverables for [Specific purposes].
• Option C: Work-for-Hire: This is a work-for-hire agreement under the U.S. Copyright Act, and Contractor acknowledges and agrees that the deliverables are specially ordered or commissioned by Client for use as a contribution to a collective work. Client owns all rights.
• Client Usage Rights: Client has the right to use the deliverables in the following manner: [Specify client usage rights].
• Third-Party Content: Contractor is responsible for clearing all third-party content. Contractor will indemnify Client against any claims arising from unauthorized use of third-party content.
• Portfolio Use: Contractor may use the deliverables in their portfolio with Client's written consent.

Confidentiality

• Contractor shall maintain the confidentiality of Client's trade secrets, creative content, and project details.
• Duration of Obligation: This confidentiality obligation shall continue for [Number] years after the termination of this Agreement.
• Texas Uniform Trade Secrets Act: Both parties agree to comply with the Texas Uniform Trade Secrets Act.

Independent Contractor Status

• Contractor is an independent contractor and not an employee of Client. This Agreement does not create an employment relationship.
• Contractor is responsible for their own federal and Texas state taxes, including franchise tax (where applicable), filings, insurance, and unemployment contributions.
• Contractor waives any claim to employee benefits.
• Contractor shall provide a W-9 or business entity EIN to Client.

Creative Process and Performance Standards

• Communication: Communication will primarily be via [Communication Channels, e.g., email, phone].
• Client Feedback: Client will provide feedback within [Number] days of receiving deliverables.
• Revisions: [Number] rounds of revisions are included in the fee. Additional revisions will be billed at [Rate].
• Quality Disputes: Any quality disputes shall be resolved through [Dispute resolution process].

Equipment and Expenses

• Contractor is responsible for providing their own hardware, software, and subscriptions, except for: [List of exceptions].
• Reimbursable Expenses: The following expenses are reimbursable: [List of reimbursable expenses]. All reimbursable expenses require pre-approval.
• Documentation: Contractor must provide documentation for all reimbursable expenses.

Location of Performance

• Option A: Remote: Services will be performed remotely within Texas.
• Option B: On-Site: Services will be performed on-site at [Client Location].
• Compliance: Contractor shall comply with all site-specific safety and security policies and relevant Texas workplace laws while on-site.

Indemnification and Liability

• Contractor shall indemnify Client against any claims arising from Contractor's breach of this Agreement, infringement of third-party rights, or failure to deliver timely or at specified standard.
• Client shall indemnify Contractor against any claims arising from Client-provided material issues.
• Contractor carries professional liability insurance of at least [Amount].
• Texas statutory limits on liability apply.

Termination

• Option A: Project Completion: This Agreement terminates upon completion of the project.
• Option B: Fixed Term: This Agreement terminates on [Date].
• Option C: Termination for Convenience: Either party may terminate this Agreement for convenience with [Number] days' written notice.
• Option D: Termination for Breach: Either party may terminate this Agreement for breach if the other party fails to cure the breach within [Number] days of written notice.
• Obligations on Termination: Upon termination, Contractor shall provide all unfinished work to Client. Client will pay Contractor for work completed up to the termination date. Contractor shall return or destroy all Client materials. IP transfer will occur as specified in Section 5.
• Survival: The provisions regarding confidentiality and IP ownership shall survive termination of this Agreement.

Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.
• Mediation/Arbitration: If negotiation fails, the parties may agree to mediation or arbitration.
• Forum Selection: Any legal action arising from this Agreement shall be brought in the state courts of Texas, [County] County.
• Choice of Law: This Agreement shall be governed by the laws of the State of Texas.

Compliance

• Contractor shall comply with all applicable Texas business licensing and permits.
• Contractor shall adhere to industry-specific creative regulations and standards.
• Contractor shall comply with the Texas Deceptive Trade Practices Act (DTPA).

Non-Solicitation/Non-Circumvention/Non-Compete

• Option A: Non-Solicitation: Contractor shall not solicit Client's employees or clients for a period of [Number] years after termination of this Agreement.
• Option B: Non-Circumvention: Contractor shall not circumvent Client's relationship with its vendors or partners.
• Option C: Non-Compete: Contractor shall not engage in [Description of competing activities] within [Geographic area] for a period of [Number] years after termination of this Agreement. (Note: Non-compete agreements in Texas must be reasonable in scope and duration to be enforceable.)

Assignment and Subcontracting

• Contractor may not assign this Agreement without Client's written consent.
• Contractor may subcontract portions of the work with Client's advance written consent. Contractor is responsible for the deliverables of any subcontractors.

Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including pandemics, natural disasters, or other uncontrollable disruptions.
• Texas law shall govern the interpretation and application of this clause.

Notice

• All notices shall be in writing and may be delivered by email, mail, or physical delivery.
• Notices to Client: [Client Email Address], [Client Mailing Address]
• Notices to Contractor: [Contractor Email Address], [Contractor Mailing Address]
• Notice is effective upon [Delivery method, e.g., receipt confirmation, mailing date].

Signatures

• Client: ____________________________ [Client Typed Name] [Client Title]
• Contractor: ____________________________ [Contractor Typed Name] [Contractor Title]
• Electronic signatures are permitted if mutually agreed.

Entire Agreement, Amendment, Severability

• This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.
• Any amendment to this Agreement must be in writing and signed by both parties.
• If any provision of this Agreement is held to be unenforceable, the remaining provisions shall remain in effect.

Texas Law Compliance

This Agreement is drafted in accordance with Texas legal requirements and industry-specific practices for creative professionals and may be further adjusted for the unique business needs or creative disciplines of the parties involved.