Vermont design independent contractor agreement template

Vermont Design Independent Contractor Agreement

This Vermont Design 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], with email address [Client Email Address] and phone number [Client Phone Number] ("Client"),

and

[Contractor Full Legal Name], located at [Contractor Mailing Address], with email address [Contractor Email Address] and phone number [Contractor Phone Number] ("Contractor").

1. Description of Services

Option A: The Contractor shall provide the following design services to the Client: [Detailed description of design services, including project scope, creative brief, technical requirements, reference materials, media/format specifications, number of revisions included, and feedback/approval process. Be specific about deliverables.]

Option B: The Contractor shall perform the design services as described in Exhibit A, attached hereto and incorporated by reference.

2. Deliverables Standards

The Contractor will deliver the following: [List specific deliverable standards, including file types, color profiles, print or digital specs, source file handover policy.]

Client requests for modifications or out-of-scope work will be documented in a written change order, approved by both parties, and may result in additional fees.

3. Work Location and Resources

Option A: The Contractor will perform the services remotely.

Option B: The Contractor will perform the services at [Client's Premises/Specific Vermont Location]. The Client will provide access to [Workspaces, Equipment, Technology, and Information].

The Contractor will use [Personal/Client-Supplied] software, hardware, and design resources.

4. Compensation

Option A: The Client will pay the Contractor an hourly rate of [Dollar Amount] per hour.

Option B: The Client will pay the Contractor a fixed fee of [Dollar Amount] for the project.

Option C: The Client will pay the Contractor according to the milestone schedule attached as Exhibit B.

Payments will be made via [Payment Method] within [Number] days of invoice receipt.

Expenses must be pre-approved by the Client in writing and will be reimbursed upon submission of receipts.

Vermont sales/use tax is the responsibility of [Client/Contractor].

The Client will issue a Form 1099-NEC to the Contractor if payments meet the annual IRS threshold.

Late payments will incur interest at a rate of [Percentage]% per month. The Client will reimburse reasonable collection costs if incurred.

5. Intellectual Property

Option A: The Client will receive exclusive rights and ownership of all copyrights in the deliverables upon full payment.

Option B: The Client will receive a license to use the deliverables for [Specific Purpose].

Option C: The Contractor assigns all copyright to the Client upon delivery of the project.

Moral rights are [Waived/Retained by the Contractor].

The Contractor may use the deliverables in their portfolio with the Client's written consent, which will not be unreasonably withheld.

6. Confidentiality

The Contractor will maintain the confidentiality of all Client information and data, including sensitive data and trade secrets, during and after the term of this Agreement, complying with all applicable Vermont and federal privacy laws.

7. Independent Contractor Status

The Contractor is an independent contractor under Vermont law, not an employee of the Client. The Contractor is responsible for all applicable taxes (federal, Vermont income, and self-employment), FICA, workers' compensation, unemployment insurance, and health coverage.

8. Vermont Independent Contractor Compliance

The Contractor acknowledges and agrees to comply with Vermont's independent contractor laws, including 21 V.S.A. § 601. The Contractor shall obtain all necessary state licenses or business registrations required to perform the services.

9. Professional Standards

The Contractor will adhere to professional standards and industry best practices in the field of design.

10. Liability and Indemnification

The Contractor is responsible for any third-party IP infringement or design defects. The Contractor will indemnify the Client against any claims arising from the Contractor's services, to the extent permitted by Vermont law.

11. Subcontracting

The Contractor [May/May Not] subcontract or delegate services. If permitted, written client approval is required. All subcontractors must comply with Vermont independent contractor requirements.

12. Insurance

The Contractor will maintain professional liability (errors & omissions) insurance with minimum coverage of [Dollar Amount].

The Contractor will maintain general liability insurance with minimum coverage of [Dollar Amount].

The Contractor will maintain [Cyber Liability/Product Liability] insurance with minimum coverage of [Dollar Amount] (if applicable).

Proof of insurance will be provided to the Client upon request.

13. Term and Termination

This Agreement will commence on [Start Date] and continue until [End Date/Project Completion].

Option A: This Agreement will automatically renew for [Number] additional term(s) unless either party provides written notice of termination [Number] days prior to the end of the current term.

Option B: This Agreement may be terminated by either party with [Number] days' written notice.

The Client may terminate this Agreement for breach or failure to meet deliverables. The Client may suspend work at any time. Upon termination, the Contractor will return any unearned advance payments and handover all deliverables.

14. Dispute Resolution

The parties will attempt to resolve any disputes through good faith negotiation.

If negotiation fails, the parties will participate in mediation in [Vermont County].

If mediation fails, the parties will resolve the dispute through [Binding Arbitration/Court Venue in a Specified Vermont County].

Vermont law governs this Agreement.

15. Force Majeure

Neither party will be liable for delays or failures due to force majeure events, including weather, power outages, or other circumstances beyond their reasonable control.

16. Non-Solicitation/Non-Compete

The Contractor will not solicit the Client's employees during the term of this Agreement and for [Number] months after termination.

Option A: Non-compete provision: The contractor will not engage in similar business activity to the client within a [specified radius] of the client's business, for a period of [duration] after termination. (Note: This may not be fully enforceable in Vermont, consult with legal counsel.)

17. Notices

All notices must be in writing and sent by [Email/Registered Mail] to the addresses listed above.

18. Electronic Signatures

This Agreement may be executed electronically in compliance with Vermont's Uniform Electronic Transactions Act.

19. Entire Agreement

This Agreement, including any attached exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings. This Agreement may only be amended in writing signed by both parties.

20. Severability

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

21. Waiver

No waiver of any provision of this Agreement will 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]

____________________________

[Contractor Full Legal Name]