Vermont creative independent contractor agreement template
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How Vermont creative independent contractor agreement Differ from Other States
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Vermont applies a strict ABC test to determine independent contractor status, which can be more challenging than rules in other states.
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Vermont law requires contractors to have a separate business and control the means and manner of their work, adding extra criteria.
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State law mandates clear disclosure of payment terms and project scope, offering enhanced protections for creative contractors.
Frequently Asked Questions (FAQ)
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Q: Does Vermont require a written contract for creative contractors?
A: Written contracts are not legally required but are strongly recommended to protect both parties and clarify responsibilities.
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Q: How does the ABC test affect creative contractors in Vermont?
A: The ABC test makes it harder to classify workers as independent contractors unless strict criteria are met, especially for creatives.
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Q: Are there special tax obligations for creative contractors in Vermont?
A: Yes, independent contractors are responsible for their own taxes, including self-employment and state taxes, in Vermont.
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Vermont Creative Independent Contractor Agreement
This Vermont Creative Independent Contractor Agreement ("Agreement") is made and entered into as of [Date] by and between:
[Client Name], located at [Client Address], email: [Client Email], phone: [Client Phone] ("Client"), and
[Contractor Name], located at [Contractor Address], email: [Contractor Email], phone: [Contractor Phone] ("Contractor").
1. Scope of Services:
Option A: Contractor will provide the following creative services: [Detailed Description of Services, e.g., Graphic design for a website, including logo design, page layouts, and image sourcing.]
Option B: Services are further defined in Exhibit A (attached), which details deliverables, technical specifications, creative briefs, reference materials, and project timelines.
Option C: The Contractor will deliver the following:
- [Number] Design Concepts.
- File Formats: [Specify file formats, e.g., .PSD, .AI, .JPEG, .PNG].
- Revision Rounds: [Number] rounds of revisions.
- Usage Guidelines: [Detailed usage guidelines for the deliverables].
2. Working Method:
Option A: The Contractor will perform services remotely.
Option B: The Contractor will perform services on-site at [Client Location] in Vermont.
Option C: The Contractor will perform services in a hybrid manner, with [Number] days/week on-site and the remaining remotely.
Option D: The Contractor will perform services at [Event/Location Name] on [Date(s)].
Resources Needed: [List required resources, e.g., access to Client's servers, software licenses].
Availability for Meetings: Contractor will be available for meetings [Specify availability, e.g., Tuesdays and Thursdays between 1 PM and 3 PM EST].
Client Cooperation Requirements: The Client will provide timely feedback and necessary resources to the Contractor within [Number] business days of request.
3. Payment Terms:
Option A: Compensation will be a flat fee of [Dollar Amount] for the entire project.
Option B: Compensation will be hourly at a rate of [Dollar Amount] per hour.
Option C: Compensation will be per milestone, as outlined below:
- Milestone 1: [Description], Payment: [Dollar Amount], Due Date: [Date].
- Milestone 2: [Description], Payment: [Dollar Amount], Due Date: [Date].
Payment Schedule: Client will pay Contractor within [Number] days of receiving an invoice.
Invoicing Process: Contractor will submit invoices via [Method, e.g., email] on a [Frequency, e.g., monthly] basis.
Payment Method: Client will pay Contractor via [Method, e.g., check, ACH transfer].
Overdue Interest: Overdue invoices will accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Vermont law, whichever is lower.
Reimbursement of Expenses: Client will reimburse Contractor for pre-approved expenses, including [List of expenses, e.g., travel, software licenses], upon submission of receipts.
Vermont Sales/Use Tax: [Specify if sales/use tax is included or excluded from the quoted price, and which party is responsible for remitting it.]
4. Intellectual Property:
Option A: All deliverables will be assigned to the Client upon full payment. Contractor agrees to execute all documents necessary to transfer ownership of the deliverables to the Client.
Option B: The Contractor grants the Client a [Exclusive/Non-Exclusive] license to use the deliverables for [Specific Purpose] in [Territory] for a duration of [Duration].
Option C: The Contractor retains ownership of all intellectual property rights in the deliverables.
Copyright Transfer Details: If ownership is transferred, Contractor will execute a separate assignment agreement upon final payment.
Registration Obligations: [Specify if the Client or Contractor is responsible for registering copyrights with the Vermont Secretary of State, if applicable.]
5. Moral Rights and Attribution:
Contractor retains moral rights to be attributed for the work.
Option A: Contractor may use the work in their portfolio with prior written approval from the Client.
Option B: Contractor may use the work in their portfolio without prior approval, but must credit the Client.
Crediting Terms: Client will credit Contractor as [Contractor Name] in all public displays of the work, where reasonably practicable.
6. Confidentiality and Non-Disclosure:
The Contractor will keep all Client information confidential, including files, drafts, and sensitive materials.
Non-Disclosure Period: This confidentiality obligation will continue for [Number] years after the termination of this Agreement.
Permitted Disclosures: Contractor may disclose confidential information if required by law.
7. Review and Approval Process:
Client will provide feedback on deliverables within [Number] business days of receipt.
Revision Rounds: The Contractor will provide up to [Number] rounds of revisions.
Deemed Accepted Provision: If the Client does not provide feedback within [Number] business days, the deliverables will be deemed accepted.
Client Obligations: Client will provide timely feedback and necessary resources to the Contractor.
8. Compliance with Laws:
Contractor will comply with all applicable Vermont and federal laws.
Vermont Tax Obligations: Contractor is responsible for all required tax filings, including Vermont income tax and any applicable self-employment taxes.
Business Registration: Contractor is responsible for determining if a Vermont business registration or local business license is required.
Insurance: Contractor is responsible for maintaining any required insurance, including health and disability, and if applicable Worker's Compensation.
9. Independent Contractor Status:
This Agreement does not create an employment relationship between the Client and the Contractor.
The Contractor is not eligible for any Client benefits.
The Contractor has no right to represent the Client, except as specifically authorized in writing.
10. Indemnification and Liability:
Contractor will indemnify and hold harmless the Client from any claims arising from the Contractor's negligence or willful misconduct.
Liability Limit: The Contractor's liability under this Agreement will be limited to the total amount paid by the Client to the Contractor.
Client will indemnify and hold harmless the Contractor from any claims arising from Client’s use of deliverables after the final approval.
11. Project Scope Changes:
All changes to the scope of services must be documented in a written change order, signed by both parties.
Change Order Process: Client will submit a written request for a change order to Contractor. Contractor will provide a written estimate of the additional fees and time required to complete the change.
Fee Adjustments: Fees will be adjusted based on the additional time and resources required to complete the change.
12. Term and Termination:
Term: This Agreement will commence on [Start Date] and will continue until [End Date] or until the completion of the services, whichever occurs first.
Early Termination: Either party may terminate this Agreement upon [Number] days written notice.
Consequences of Breach: If either party breaches this Agreement, the non-breaching party may terminate the Agreement and pursue all available legal remedies.
Final Payment: Upon termination, the Client will pay the Contractor for all services performed up to the date of termination.
Transfer of Rights: Upon termination, all rights in unfinished work will revert to the [Contractor/Client].
13. Dispute Resolution:
Any disputes arising under this Agreement will be resolved through mediation in [City, Vermont].
If mediation is unsuccessful, the parties agree to submit to binding arbitration in [City, Vermont] under the rules of the American Arbitration Association.
Choice of Law and Venue: This Agreement will be governed by and construed in accordance with the laws of the State of Vermont. The venue for any legal action will be in [County, Vermont].
14. Force Majeure:
Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including acts of God, war, or government regulation.
15. Non-Solicitation:
During the term of this Agreement and for [Number] years thereafter, the Contractor will not solicit the Client's employees or clients.
16. Insurance:
Contractor will maintain [Liability/Professional] insurance with coverage of [Dollar Amount].
17. Use of Subcontractors:
Contractor may use subcontractors with the Client's prior written consent.
Subcontractor Compliance: Contractor will ensure that all subcontractors comply with the terms of this Agreement and all applicable Vermont laws.
18. Records Retention:
The Contractor will maintain records of all services performed and expenses incurred under this Agreement for a period of [Number] years.
19. Deliverable Transfer:
Upon completion of the project, Contractor will transfer all master files to the Client via [Method, e.g., secure file transfer].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Client Name]
By: [Client Signature]
[Contractor Name]
By: [Contractor Signature]
