Virginia design independent contractor agreement template

Virginia Design Independent Contractor Agreement

This Virginia Design Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

• [Client Name/Company Name], located at [Client Address], with phone number [Client Phone Number] and email address [Client Email], (hereinafter referred to as “Client”), and
• [Contractor Name/Company Name], located at [Contractor Address], with phone number [Contractor Phone Number] and email address [Contractor Email], (hereinafter referred to as “Contractor”).

1. Scope of Services

• The Contractor agrees to provide the following design services to the Client: [Detailed Description of Design Services, e.g., Graphic Design, Web Design, Branding, UI/UX, Architectural Renderings, Illustration].
• Deliverables shall include: [List of Deliverables, e.g., File Formats, Number of Revisions, Design Specifications, Source Files, Prototypes, Style Guidelines].
• Expected performance standards include: [Description of Performance Standards, e.g., Adherence to Brand Guidelines, Timeliness, Quality of Design].
• Deadlines for each service or milestone are: [List of Deadlines for Each Task or Milestone].

2. Approval Process & Collaboration

• Approval Process: [Detailed Approval Process, e.g., Client Review, Contractor Revisions, Final Approval].
• Collaboration with Client Teams or Third Parties: [Description of Collaboration Expectations].
• Client-Supplied Materials or Feedback: [Expectations on Client Providing Materials and Feedback in a Timely Manner].

3. Place of Service

• Option A: Services will be performed remotely from the Contractor’s studio in Virginia.
• Option B: Services will be performed on-site at the Client’s premises located at [Client Address].
• Option C: Services will be performed both remotely and on-site as needed, with on-site work scheduled [How Often/Method of Scheduling].
• Meetings will be held: [Frequency and Location of Meetings, e.g., Weekly via Video Conference, Monthly On-Site].
• Communication channels: [Preferred Communication Channels, e.g., Email, Phone, Project Management Software].
• Regular update/reporting schedule: [Frequency and Method of Reporting, e.g., Weekly Progress Reports via Email].
• Digital tools or project management platforms: [Tools and Platforms Used, e.g., Asana, Slack, Adobe Creative Cloud].

4. Payment Terms

• Pricing Model:
  • Option A: Fixed fee of [Dollar Amount] for the entire project.
  • Option B: Hourly rate of [Dollar Amount] per hour.
  • Option C: Per deliverable, as detailed in Exhibit A.
  • Option D: Retainer of [Dollar Amount] per month.
• Payment Schedule:
  • Option A: [Percentage]% upfront deposit, [Percentage]% upon completion of milestone 1, and [Percentage]% upon final approval.
  • Option B: Monthly payments based on hours worked.
  • Option C: Upon approval of each deliverable.
  • Option D: Monthly upon invoicing.
• Invoicing requirements: Invoices shall be submitted to [Client Contact Person] at [Client Email] and must include [Invoice Requirements, e.g., Date, Invoice Number, Description of Services, Hours Worked, Total Amount Due]. Contractor is responsible for collecting and remitting Virginia sales/use tax, if applicable.
• Reimbursement policies: Pre-approved expenses, such as [Examples of Reimbursable Expenses], will be reimbursed upon submission of receipts.
• Late payment: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Virginia law. Client also agrees to pay reasonable attorney fees and costs in the event of collection efforts.

5. Intellectual Property

• Copyright and Ownership:
  • Option A: Upon final payment, all copyright and ownership of the design deliverables shall be fully assigned to the Client.
  • Option B: Contractor grants the Client a [Type of License, e.g., non-exclusive, perpetual, worldwide] license to use the design deliverables. Restrictions: [Specific Restrictions on Use].
• Procedure for transfer upon final payment: Upon final payment, Contractor shall provide Client with all source files and any other materials necessary for the Client to fully utilize the design deliverables.
• Rights to display work in portfolio: Contractor retains the right to display the design deliverables in their portfolio and marketing materials.
• Moral rights waiver: Contractor waives all moral rights in the design deliverables, to the extent permitted by law.
• Pre-existing and third-party IP: Client is responsible for obtaining all necessary licenses for any pre-existing or third-party materials used in the project and shall indemnify Contractor from any infringement claims.

6. Confidentiality and Data Security

• Handling and storage of client-sensitive materials: Contractor shall maintain the confidentiality of all Client-sensitive materials and store them securely.
• NDA scope: The terms of the Non-Disclosure Agreement attached as Exhibit B shall govern the confidentiality of information shared between the parties. Duration: [Duration of NDA]. Exceptions: [Exceptions to Confidentiality].
• Handling of user or proprietary data: If applicable, Contractor shall handle user or proprietary data in accordance with [Specific Data Security Standards or Regulations].
• Standards for digital data transfer: Contractor shall use secure methods for transferring data digitally, such as [Examples of Secure Transfer Methods].

7. Independent Contractor Relationship

• Contractor is an independent contractor and not an employee of the Client under Virginia and federal law.
• Contractor retains control over the manner and means of service delivery.
• Contractor is responsible for all self-employment and income taxes, business license/registration, workers’ compensation, liability/professional insurance.
• Contractor is not eligible for Client’s employee benefits or unemployment insurance.
• Contractor acknowledges compliance with Virginia Department of Taxation and Department of Labor & Industry requirements for independent contractors.

8. Non-Solicitation and Non-Compete

• Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit any employees or clients of the Client.
• Non-Compete:
  • Option A: Contractor shall not engage in any business that directly competes with the Client’s business within [Geographic Area, e.g., the Commonwealth of Virginia] for a period of [Number] months following the termination of this Agreement, limited to the provision of [Specific Design Services].
  • Option B: There is no non-compete agreement.
• Non-Disparagement: Neither party shall make any disparaging remarks about the other party.

9. Representations and Warranties

• Contractor represents and warrants that the designs are original and do not infringe upon any third-party rights.
• Contractor has the legal right to work in the United States and perform the services under this Agreement.
• Contractor warrants that there are no conflicts of interest that would prevent Contractor from performing the services.
• Contractor warrants compliance with all applicable Virginia and federal design standards, including [Specific Standards, e.g., ADA Compliance for Web Design].

10. Termination

• Grounds for Termination: This Agreement may be terminated upon:
  • Completion of the work.
  • Mutual agreement in writing.
  • Material breach by either party.
  • Insolvency of either party.
  • Failure of payment by the Client.
• Required Written Notice: Termination requires [Number] days written notice.
• Final Payment Settlement: Upon termination, Client shall pay Contractor for all services performed up to the date of termination.
• Retention or Return of Client Materials: Contractor shall return all Client materials to Client upon termination.
• Ownership of designs upon termination:
  • Option A: Upon termination for any reason other than Contractor’s breach, Contractor retains ownership of partially completed designs.
  • Option B: Upon termination, ownership of all completed and partially completed designs transfers to the Client, subject to final payment.

11. Liability Limitations and Indemnification

• Liability Limitations: Contractor’s liability shall be limited to the amount paid by Client under this Agreement.
• Indemnification: Contractor shall indemnify Client from third-party claims for infringement, property damage, errors/omissions, personal injury on Contractor's premises, or data breach resulting from Contractor's negligence. Client shall indemnify Contractor from third-party claims resulting from the client’s supplied content.
• Insurance: Contractor shall maintain [Type of Insurance, e.g., liability, professional] insurance with coverage of at least [Dollar Amount].

12. 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, Virginia].
• Arbitration/Litigation:
  • Option A: Any unresolved dispute shall be settled by binding arbitration in [City, Virginia] in accordance with the rules of the American Arbitration Association.
  • Option B: Any unresolved dispute shall be resolved through litigation in the courts of the Commonwealth of Virginia, venue in [City/County, Virginia].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia.

13. Force Majeure

• Excusable Delays: Neither party shall be liable for delays caused by force majeure events, including [Examples of Force Majeure Events].
• Notice and Mitigation: The affected party shall provide prompt notice of the force majeure event and make reasonable efforts to mitigate its effects.

14. Record Retention & Inspection

• Record Retention: Contractor shall maintain records of services provided under this Agreement for a period of [Number] years.
• Right of Inspection: Client reserves the right to inspect Contractor’s records related to the services provided, if required for compliance with [Specific Regulations or Requirements].
• Duty to Cooperate: Contractor shall cooperate with Client in any legal, regulatory, or audit requirements.

15. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment and Subcontracting:
  • Option A: This Agreement may not be assigned or subcontracted by either party without the prior written consent of the other party.
  • Option B: Contractor may subcontract portions of the work, but remains responsible for the quality of the work.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Notices: All notices shall be in writing and sent by [Method of Notice, e.g., certified mail, email] to the addresses listed above. Notices shall be deemed effective [Number] days after mailing or upon confirmation of email receipt.
• 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 Name/Company Name]

By: _______________________________
[Authorized Representative Name]

Title: [Title]

_______________________________
[Contractor Name/Company Name]

By: _______________________________
[Contractor Name]

[E-Signature Option: By signing electronically, I acknowledge that my electronic signature has the same legal effect as a handwritten signature under the Virginia Uniform Electronic Transactions Act.]

Exhibit A: Per Deliverable Pricing (If Applicable)

[List of Deliverables and Associated Prices]

Exhibit B: Non-Disclosure Agreement

[Attached NDA Document]