Texas design independent contractor agreement template
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How Texas design independent contractor agreement Differ from Other States
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Texas strictly applies the ‘right to control’ test to classify independent contractors, differing from states using the ABC test.
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Texas law does not require written agreements for all independent contractor relationships but written contracts are highly recommended.
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Texas design contracts may be impacted by unique state-specific regulations, such as the Deceptive Trade Practices Act and lien laws.
Frequently Asked Questions (FAQ)
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Q: Is a written contract required for design independent contractors in Texas?
A: While not mandatory, a written contract is strongly recommended to clearly define terms and limit liability.
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Q: How does Texas classify independent contractors for design services?
A: Texas uses the common law ‘right to control’ test to determine independent contractor status for tax and labor purposes.
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Q: Do Texas design contractor agreements need to address intellectual property ownership?
A: Yes, including clauses on IP ownership is important to prevent disputes over the rights to design works created.
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Texas Design Independent Contractor Agreement
This Texas Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:
[Client Legal Name], a [Client Entity Type, e.g., Texas Corporation], with its principal place of business at [Client Address], business registration number [Client Business Registration Number], represented by [Client Responsible Individual Name] (“Client”),
and
[Designer Legal Name], a [Designer Entity Type, e.g., Texas LLC or Individual], with its principal place of business at [Designer Address], business registration number [Designer Business Registration Number], represented by [Designer Responsible Individual Name] (“Designer”).
Scope of Services
The Designer shall perform the following design services for the Client: [Detailed description of design services, e.g., graphic design for marketing materials, website design, branding package, including specific types of design, purpose of project, and detailed deliverables, formats, quantity, versions, required design software or platforms, client-supplied materials, obligations for research, conceptual sketches, revisions, and final files].
Option A: Deliverables shall include, but are not limited to: [List of specific deliverables].
Option B: The Designer will use the following software: [List of software].
The Client will provide: [List of client-supplied materials].
Project Timeline and Milestones
The services will commence on [Start Date] and are expected to be completed by [Completion Date].
The project will proceed according to the following milestones:
[Milestone 1]: [Description], due [Date]
[Milestone 2]: [Description], due [Date]
[Milestone 3]: [Description], due [Date]
Option A: Client approval is required within [Number] days of submission of each milestone.
Option B: Client approval is not required for interim milestones, but final approval is required before completion.
Location of Work and Resources
The Designer will perform the services:
Option A: Remotely from the Designer’s place of business.
Option B: On-site at the Client’s premises located at [Client Address].
The Designer is responsible for providing all necessary:
Option A: Tools, hardware, and software licenses necessary to perform the services.
Option B: Client will provide access to specified software licenses.
Compensation and Payment
The Client shall compensate the Designer as follows:
Option A: At an hourly rate of [Dollar Amount] per hour.
Option B: A fixed fee of [Dollar Amount] for the entire project.
Option C: Payment per milestone, as follows: [Milestone]: [Dollar Amount]
The Designer shall submit invoices:
Option A: Monthly, on the [Day] of each month.
Option B: Upon completion of each milestone.
Option C: Upon project completion.
Invoices shall include: [List of required supporting documentation].
Late payments will accrue interest at a rate of [Percentage] per month, as permitted by Texas law.
Option A: The Client shall bear all transaction fees.
Option B: The Designer is responsible for all applicable Texas sales and use tax.
Expenses
Reimbursable expenses, such as [List of expenses, e.g., materials, travel, printing], must be pre-approved by the Client.
The Designer shall submit documentation for all expenses with invoices.
Reimbursement will occur within [Number] days of invoice approval.
Intellectual Property
Ownership of intellectual property created by the Designer shall be:
Option A: Transferred to the Client upon full payment for the services.
Option B: Retained by the Designer, with a license granted to the Client to use the designs for [Specific purpose].
Option A: The Designer waives all moral rights in the designs.
Option B: Drafts and non-final concepts remain the property of the Designer and may not be used by the Client.
Upon termination of this Agreement, all Client materials shall be [Returned or Destroyed].
Confidentiality
The Designer shall maintain the confidentiality of all Client information, unpublished designs, and proprietary business practices.
The Designer shall not disclose any confidential information to any third party without the Client’s prior written consent.
The Designer may use the completed designs in their portfolio:
Option A: With the Client’s prior written consent.
Option B: Without the Client’s prior written consent.
Independent Contractor Status
The Designer is an independent contractor and not an employee of the Client.
The Designer is not entitled to any employee benefits, including workers’ compensation or unemployment insurance.
The Designer is solely responsible for all applicable employment and income tax filings with Texas authorities and the IRS.
The Designer is responsible for self-providing insurance (health, liability, etc.).
Insurance
The Designer shall maintain:
Option A: Liability insurance in the amount of [Dollar Amount].
Option B: Professional errors and omissions insurance in the amount of [Dollar Amount].
The Designer shall provide proof of insurance to the Client upon request.
Liability and Indemnification
The Designer shall be liable for:
Option A: Errors, delays, infringement, or violation of third-party rights caused by the Designer’s negligence.
Option B: The Designer is not liable for errors or delays that arise from incomplete or inaccurate instructions from the Client.
The Designer shall indemnify and hold harmless the Client from any claims arising from the Designer’s breach of this Agreement or negligence.
Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement due to force majeure events, including: [List of force majeure events, e.g., pandemics, weather events, natural disasters common to Texas].
Non-Circumvention and Non-Solicitation
The Designer shall not:
Option A: Directly engage with the Client’s customers, affiliates, or vendors for a period of [Number] years following the termination of this Agreement.
Option B: This section does not apply.
Termination
This Agreement may be terminated:
Option A: Upon completion of the services.
Option B: For cause, if either party breaches this Agreement.
Option C: By either party upon [Number] days’ written notice.
Upon termination, the Designer shall be compensated for work performed up to the date of termination.
The Designer shall deliver all completed or in-progress materials to the Client.
Dispute Resolution
Any disputes arising out of or relating to this Agreement shall be resolved through:
Option A: Good-faith negotiation.
Option B: Mediation in [City, Texas].
Option C: Arbitration in [City, Texas].
If negotiation, mediation, or arbitration fails, the dispute may be resolved in the courts of [County, Texas].
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
The Designer shall comply with all applicable Texas and federal laws.
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 or contemporaneous communications and proposals, whether oral or written.
Waiver
No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
Amendment
This Agreement may be amended only by a written instrument signed by both parties.
Subcontracting
The Designer:
Option A: May not subcontract any of the services without the Client’s prior written consent.
Option B: May subcontract services but remains responsible for the performance of all subcontractors.
Return of Client Materials
Upon completion or termination of this agreement the designer will return to the client all materials, design templates, and intellectual property.
Compliance with Texas Law
Both parties shall comply with all applicable Texas anti-discrimination, labor, and anti-harassment laws.
Record Keeping
Both parties shall maintain records related to this agreement as required by Texas law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Client Legal Name]
By: [Client Responsible Individual Name]
Title: [Client Title]
[Designer Legal Name]
By: [Designer Responsible Individual Name]
Title: [Designer Title]
