Utah design independent contractor agreement template
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How Utah design independent contractor agreement Differ from Other States
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Utah's agreement must comply with the Utah Workplace Identity Fraud Act, requiring extra identity verification procedures.
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Utah law provides specific criteria for determining contractor status per the Utah Employment Security Act, which impacts classification.
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State-specific tax requirements for independent contractors in Utah, such as state income tax withholding, may differ from other states.
Frequently Asked Questions (FAQ)
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Q: Does Utah require a written independent contractor agreement?
A: Written agreements are strongly recommended in Utah, though not strictly required by law for every situation.
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Q: How do I classify a designer as an independent contractor in Utah?
A: Follow Utah’s Employment Security Act criteria, focusing on control, independence, and business integration.
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Q: Are there special licensing requirements for designers contracting in Utah?
A: Depending on the design field, state or local licenses may be required for independent designers in Utah.
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Utah Design Independent Contractor Agreement
Agreement Title: Design Services Agreement
Effective Date: [Date]
Parties:
Client:
Legal Name: [Client Legal Name]
Business Entity (if applicable): [Client Business Entity Name]
Address: [Client Address]
Phone: [Client Phone]
Email: [Client Email]
Design Contractor:
Legal Name: [Contractor Legal Name]
Business Entity (if applicable): [Contractor Business Entity Name]
Address: [Contractor Address]
Phone: [Contractor Phone]
Email: [Contractor Email]
Scope of Services:
Description of Services: [Detailed Description of Design Services, e.g., Logo Design, Website Development, Interior Design]
Project Objectives: [Specific Project Objectives]
Expected Deliverables: [List of Deliverables, e.g., Mockups, Source Files, Final Designs]
Formats and Dimensions: [Specific Formats and Dimensions for Deliverables]
File Types: [List of File Types, e.g., .PSD, .AI, .JPEG]
Branding Requirements: [Specific Branding Guidelines]
Iterations: [Number of Revisions Included]
Reference Standards: [Reference Materials or Standards for Quality and Creativity]
Project Timeline and Milestones:
Project Start Date: [Start Date]
Milestones:
Milestone 1: [Milestone Description and Due Date]
Milestone 2: [Milestone Description and Due Date]
Milestone 3: [Milestone Description and Due Date]
Deliverable Due Dates: [Specific Dates for Each Deliverable]
Approval Checkpoints: [Client Review and Approval Stages]
Revision Procedures: [Process for Requesting and Implementing Revisions]
Client Provision of Assets: [List of Assets or Information Client Will Provide and Due Dates]
Work Location and Access:
Primary Work Location:
Option A: Onsite at [Client's Address]
Option B: Remote
Option C: Hybrid (Specify): [Description of Hybrid Arrangement]
Access Requirements: [Specific Access Requirements for Client Premises or Digital Resources]
Equipment and Software: [List of Equipment/Software Provided by Client or Contractor]
Security Protocols: [Security Measures for Sensitive Data]
Compensation:
Payment Structure:
Option A: Hourly Rate: [Hourly Rate]
Option B: Per Project Fee: [Total Project Fee]
Option C: Milestone-Based Payments: [Payment Schedule Based on Milestones]
Allowable Expenses: [List of Reimbursable Expenses, e.g., Travel, Materials]
Itemization Requirements: [Requirements for Expense Reporting]
Invoicing: [Frequency of Invoicing, e.g., Bi-weekly, Monthly]
Payment Due Dates: [Number of Days from Invoice Date]
Payment Methods: [Acceptable Payment Methods, e.g., Check, Electronic Transfer]
Reimbursement Policy: [Process for Expense Reimbursement]
Utah State Taxes: [Clarification of Tax Responsibilities and any Utah sales tax collection obligations if required]
Late Payment:
Option A: Late Payment Fee: [Late Payment Fee Amount]
Option B: Interest Charge: [Interest Rate - Must comply with Utah Code §15-6-3]
Materials and Intellectual Property Ownership:
Ownership:
Option A: Client Ownership: Upon full payment, all rights, title, and interest in the design work, preliminary concepts, source files, and final deliverables shall transfer to the Client.
Option B: Contractor Retention: The Contractor retains ownership of certain rights (Specify): [Specify Rights Retained by Contractor].
License: [License Granted to Client for Use of Deliverables if Applicable]
Moral Rights: [Waiver of Moral Rights, if applicable and permissible under Utah law]
Confidentiality and Non-Disclosure:
Definition of Confidential Information: [Specific Types of Information Deemed Confidential]
Exclusions: [Information Excluded from Confidentiality, e.g., Publicly Available Information]
Duration: [Duration of Confidentiality Obligation, even after termination of agreement]
Compliance with Utah Trade Secrets Act: [Statement Acknowledging Compliance with the Utah Uniform Trade Secrets Act]
Independent Contractor Status:
Contractor is an Independent Contractor: The Contractor is an independent contractor under Utah law (Utah Code §34-40-2) and is not an employee of the Client.
Tax Responsibility: The Contractor is responsible for their own state and federal tax filings and self-employment taxes.
Insurance: The Contractor is responsible for maintaining their own insurance, including worker's compensation (if applicable) and general liability insurance.
Option A: Worker's Compensation Waiver: Contractor acknowledges and agrees to waive any rights to worker's compensation benefits from the Client.
Business Registration: [Requirement for Contractor to be Registered as a Business Entity in Utah, if applicable]
No Employee Benefits: The Contractor is not eligible for any employee benefits offered by the Client.
No Authority to Obligate: Neither party has the authority to obligate the other.
Breach of Contract and Remedies:
Breach Scenarios:
Missed Deadlines: [Consequences for Missed Deadlines]
Subpar Work: [Consequences for Undelivered or Subpar Work]
Unauthorized Disclosure: [Consequences for Unauthorized Sharing of Client Information]
Loss of Deliverables: [Consequences for Loss or Corruption of Deliverables]
Liability Cap: [Maximum Liability Amount, if any - Must comply with Utah Law]
Indemnification: [Indemnification Clause]
Insurance: [Requirement for Professional Liability Insurance, if applicable]
Force Majeure:
Definition of Force Majeure: [Events Constituting Force Majeure, e.g., Acts of God, Natural Disasters]
Notice Requirement: [Requirement for Notifying the Other Party of a Force Majeure Event]
Effect on Deadlines: [Adjustment of Deadlines Due to Force Majeure]
Termination and Cancellation:
Expiration: [Term of Agreement]
Renewal: [Renewal Process]
Early Termination:
Option A: Mutual Termination: This Agreement may be terminated by mutual written agreement of both parties.
Option B: Unilateral Termination: Either party may terminate this Agreement with [Number] days' written notice.
Pro-rata Billing: [Method for Calculating Payment for Partially Completed Work]
Return of Materials: [Client's Obligation to Return Materials or Data]
Contractor Intellectual Property: [Contractor's Rights to Retrieve Intellectual Property upon Termination]
Non-Solicitation and Non-Competition:
Non-Solicitation: [Restrictions on Soliciting Clients or Employees]
Non-Competition: [Restrictions on Competing with Client - Must comply with Utah Code §34-51-101 et seq.].
Time Scope: [Duration of Non-Competition Restriction]
Geographical Scope: [Geographic Area of Non-Competition Restriction]
Dispute Resolution:
Negotiation: The parties agree to first attempt to resolve any disputes through good-faith negotiation.
Mediation: If negotiation fails, the parties agree to participate in mediation in [City, Utah].
Arbitration: If mediation fails, the parties agree to binding arbitration by a Utah-based panel.
Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah. The venue for any legal action shall be [Salt Lake County, Utah or Other Agreed Jurisdiction].
Jury Trial Waiver: [Optional Jury Trial Waiver Clause, if mutually agreed]
General Provisions:
Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
Amendment: Any amendment to this Agreement must be in writing and signed by both parties.
Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
Subcontracting: [Restrictions on Subcontracting]
Notice: All notices must be in writing and delivered by [Acceptable Methods, e.g., Certified Mail, Email] to the addresses listed above.
Compliance with Laws: The Contractor shall comply with all applicable Utah laws and regulations.
Utah Licensing: [Compliance with Utah and local licensing rules for design professionals (if applicable)]
ADA Compliance: [ADA Compliance Requirements, if applicable to the design work]
Data Privacy: [Compliance with any applicable data privacy rules even though Utah has no broad privacy statute]
Specific Design Discipline Considerations:
Visual Design: [Media Release Clauses for Visual Design]
Product Design: [Physical Sample Return Terms for Product Design]
Interior Design: [Required Documentation for Interior Design Subject to Municipal Building Codes]
Digital Design: [Web Accessibility Testing for Digital Design]
Signatures:
Client:
Signature: _________________________
Printed Name: [Client Printed Name]
Date: [Date]
Design Contractor:
Signature: _________________________
Printed Name: [Contractor Printed Name]
Date: [Date]
