Utah creative independent contractor agreement template

Utah Creative Independent Contractor Agreement - [Graphic Design]

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

• [Client Full Legal Name], located at [Client Mailing Address], [Client Email], [Client Phone Number] (hereinafter referred to as "Client"),
• and
• [Contractor Full Legal Name], located at [Contractor Mailing Address], Utah DBA: [Contractor DBA Name (if applicable)], Utah LLC: [Contractor LLC Name (if applicable)], [Contractor Email], [Contractor Phone Number] (hereinafter referred to as "Contractor").

1. Scope of Services

• Option A: The Contractor shall provide the following graphic design services (the "Services") to the Client: [Detailed description of Services, including specific deliverables, iterations, revision limits, formats, and file types].
• Option B: The Contractor shall provide the Services as detailed in Exhibit A attached hereto.

2. Service Period

• Option A: The Services shall commence on [Start Date] and conclude on [End Date].
• Option B: The Services shall be performed according to the following milestones and deadlines:
  • Draft 1: [Date]
  • Client Feedback: [Date]
  • Final Delivery: [Date]

3. Location of Services

• Option A: The Services shall be performed remotely.
• Option B: The Services shall be performed at the Client’s location at [Client Address]. The Contractor shall adhere to all safety rules and insurance guidelines while on the Client's premises.
• Option C: The Services shall be performed at the Contractor’s studio.

4. Compensation

• Option A: The Client shall pay the Contractor a flat rate of [Dollar Amount] for the Services.
• Option B: The Client shall pay the Contractor an hourly rate of [Dollar Amount]. The Contractor shall submit invoices [Frequency - e.g., weekly, bi-weekly, monthly].
• Option C: The Client shall pay the Contractor [Dollar Amount] per deliverable as described in Exhibit A.
• Reimbursable Expenses:
  • Option 1: The Client shall reimburse the Contractor for reasonable pre-approved expenses, not to exceed [Dollar Amount].
  • Option 2: No expenses will be reimbursed.
• Payment Terms:
  • Payment is due within [Number] days of invoice receipt.
  • Payment Method: [Method - e.g., Check, ACH, Wire Transfer].

5. Taxation

The Contractor is solely responsible for all self-employment taxes, state income tax, and any applicable local business licensing or taxes in Utah. The Client will not withhold any state or federal payroll taxes. The Contractor shall provide a completed W-9 form to the Client.

6. Work Product Ownership and Intellectual Property

• Option A: The Client shall own all right, title, and interest in and to the work product created by the Contractor pursuant to this Agreement, including all copyrights. This is a work made for hire. Contractor retains the right to display completed work in their portfolio.
• Option B: The Contractor retains ownership of the work product, but grants the Client an exclusive license to use the work product for [Specific Use].
• Moral Rights Waiver: To the extent permitted by Utah law, the Contractor waives all moral rights in the work product.

7. Confidentiality

The Contractor agrees to hold all confidential information of the Client, including [Definition of Confidential Information - e.g., unpublished creative concepts, client data], in strict confidence. This obligation shall continue for [Number] years after the termination of this Agreement. Exceptions include information independently developed or publicly available.

8. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is not entitled to any employment benefits or worker’s compensation. The Contractor is responsible for all insurance and retirement contributions. Client will not withhold any payroll taxes from payments made to the Contractor.

9. Contractor Obligations

• The Contractor shall maintain all necessary licenses and professional standards.
• The Contractor agrees to not circumvent the Client by directly soliciting business from the Client's customers.

10. Acceptance

The Client shall review all drafts and final deliverables and provide feedback within [Number] days. Approval shall be deemed granted if no feedback is received within this timeframe.

11. Breach

A breach of this Agreement includes, but is not limited to, missed deadlines, failure to meet specifications, or unauthorized sharing of confidential information. The breaching party shall have [Number] days to cure the breach.

12. Indemnification

The Contractor shall indemnify and hold harmless the Client from any claims arising from the Services, including intellectual property infringement claims. Client will not be liable for any indirect damages.

13. Termination

• Option A: Either party may terminate this Agreement with [Number] days written notice.
• Option B: The Client may terminate this Agreement immediately for cause. Cause includes but is not limited to gross negligence or willful misconduct.
• Upon termination, the Contractor shall submit all partial work and return all Client property. The Client shall pay the Contractor for all work performed up to the date of termination.

14. Force Majeure

Neither party shall be liable for delays caused by events beyond their reasonable control, including acts of God, war, or government regulation, as recognized under Utah law. The affected party shall provide prompt notification to the other party.

15. Dispute Resolution

The parties agree to attempt to resolve any disputes through good-faith negotiation. If negotiation fails, the parties agree to [Mediation/Arbitration] in Salt Lake City, Utah. Utah law shall govern this Agreement.

16. Amendment

Any amendment to this Agreement must be in writing and signed by both parties. Electronic signatures are legally acceptable in Utah.

17. Insurance

• Option A: The Contractor shall maintain professional liability insurance with minimum policy limits of [Dollar Amount].
• Option B: No insurance is required.

18. Deliverable Handover

The Contractor shall deliver all final files in [Format] format via [Platform]. The Contractor will maintain an archival backup of the files for [Number] months.

19. Portfolio and Attribution Rights

The Contractor may display completed work in their portfolio and include credit in a manner that complies with Client confidentiality.

20. Subcontracting

The Contractor may not subcontract any portion of the Services without the Client’s prior written consent.

21. Survival

The provisions regarding confidentiality, indemnification, and intellectual property ownership shall survive the termination of this Agreement.

22. Non-Solicitation/Non-Compete

The Contractor agrees not to solicit the Client’s clients for a period of [Number] months following the termination of this Agreement within [Geographic Area]. This clause is intended to be reasonable in scope, duration, and geographical restriction, in accordance with Utah law.

23. Notices

All notices shall be in writing and delivered by mail, email, or personal service to the addresses listed above. Notices shall be effective upon receipt.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

25. Severability

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

26. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

[Contractor Full Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]