Virginia creative independent contractor agreement template

Virginia Creative Independent Contractor Agreement

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

• [Client Name], located at [Client Address], with email [Client Email] and phone number [Client Phone] ("Client"),
• and
• [Contractor Name], located at [Contractor Address], with email [Contractor Email] and phone number [Contractor Phone] ("Contractor").

1. Services

• Option A: The Contractor agrees to provide the following creative services to the Client: [Detailed Description of Services, e.g., graphic design services for a website redesign, including logo design, banner ads, and social media graphics].
• Option B: The Contractor agrees to provide the services as described in Exhibit A attached hereto and incorporated by reference.

2. Deliverables

• Option A: The deliverables will include: [Specific Deliverables, e.g., logo files in .AI, .EPS, and .PNG formats; banner ads in .JPG format at specified dimensions; social media graphics in .PNG format optimized for various platforms]. Formats must be acceptable to client.
• Option B: The deliverables are defined in detail in Exhibit B attached hereto and incorporated by reference.
• The Contractor will provide [Number] rounds of revisions on each deliverable.
• Deadlines and milestones are as follows: [List of Deadlines and Milestones, e.g., Initial logo concepts due by [Date]; First draft of website design due by [Date]].

3. Work Location

• Option A: The Contractor will perform the services remotely.
• Option B: The Contractor will perform the services on-site at the Client's location at [Client Address].
• Option C: The Contractor will perform the services at [Third-Party Location].
• Access to Client resources: [Specify access needs, e.g., server access, software licenses].

4. Service Fee & Payment

• Option A: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the entire project.
• Option C: The Client shall pay the Contractor according to the schedule outlined in Exhibit C attached hereto and incorporated by reference.
• Payment shall be made within [Number] days of receipt of invoice.
• Expenses: [Specify expense reimbursement policy, e.g., pre-approval required, receipts required].
• All invoices must comply with Virginia law and include the Contractor’s business name, address, and invoice date.

5. Tax Compliance (Virginia)

• The Contractor is solely responsible for all federal, Virginia state, and local tax filings and payments.
• The Contractor is responsible for obtaining and maintaining any required business licenses in Virginia.

6. Intellectual Property

• Option A: All intellectual property rights in the deliverables shall be owned by the Client upon full payment.
• Option B: The Contractor retains copyright in the deliverables, but grants the Client a [Specify Type of License, e.g., perpetual, non-exclusive] license to use the deliverables.
• Contractor retains the right to display the work in their portfolio.
• The effective date of IP transfer is upon full payment.

7. Confidentiality & Data Protection

• The Contractor agrees to hold all Client confidential information in strict confidence.
• The Contractor shall not disclose any project details to any third party without the Client's prior written consent.
• Data Storage and Disposal: [Specify how data will be stored and disposed of securely].

8. Independent Contractor Status

• The Contractor is an independent contractor and not an employee, agent, or partner of the Client.
• The Contractor is responsible for their own insurance and benefits.
• This agreement does not create any employment relationship under Virginia law.

9. Modifications & Change Orders

• Any modifications to the scope of work must be documented in writing and approved by both parties.
• Changes to compensation and timelines will be agreed upon in writing for each change order.

10. Performance Standards & Quality Assurance

• The Contractor shall perform the services in a professional and workmanlike manner.
• The Client shall provide feedback on deliverables within [Number] days.
• Remedy for unsatisfactory work: [Specify remedy, e.g., additional revisions, refund].

11. Liability & Indemnification

• The Contractor shall indemnify and hold harmless the Client from any claims arising from the Contractor's negligence or willful misconduct.
• Limitation of Liability: [Specify any limitations on liability].
• This section is interpreted under Virginia law.

12. Termination

• Option A: Either party may terminate this Agreement for convenience upon [Number] days written notice.
• Option B: The Client may terminate this Agreement for cause (e.g., non-payment, breach of contract) immediately upon written notice.
• Final Payment: [Specify terms for final payment upon termination].
• IP Transfer upon Termination: [Specify process for IP transfer].

13. Dispute Resolution

• The parties shall attempt to resolve any disputes through negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [County/Jurisdiction in Virginia].
• If mediation fails, the parties may pursue binding arbitration in [County/Jurisdiction in Virginia].
• This Agreement shall be governed by the laws of the Commonwealth of Virginia.
• Waiver of Jury Trial: [Optional: Include a waiver of jury trial].

14. Compliance with Laws (Virginia)

• The Contractor shall comply with all applicable federal, state, and local laws.
• This includes all relevant Virginia-specific business regulations and data privacy laws.

15. Subcontracting

• Option A: The Contractor may not subcontract any portion of the services without the Client's prior written consent.
• Option B: The Contractor may subcontract with the following individuals/entities: [List Subcontractors].
• All subcontractors must adhere to the confidentiality provisions of this Agreement.

16. Communication & Reporting

• The Contractor shall provide status updates to the Client [Frequency, e.g., weekly].
• Status updates shall be in the form of [Format, e.g., email, written report].

17. Force Majeure

Neither party shall be liable for delays caused by events beyond their reasonable control (e.g., natural disasters, acts of government).

18. Non-Solicitation

During the term of this agreement and for [Number] months thereafter, Contractor will not solicit clients of the Client.

19. Recordkeeping & Auditing

Contractor will maintain accurate records of time and expenses for a period of [Number] years.

20. Signatures

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

[Client Name]

By: [Client Signature]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Title: [Contractor Title]

21. Severability

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

22. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

23. Amendments

Any amendment to this Agreement must be in writing and signed by both parties.