Washington design independent contractor agreement template

Washington Design Independent Contractor Agreement

This Washington Design Independent Contractor Agreement (the "Agreement") is made and effective as of [Date] by and between:

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

and

[Contractor Legal Name], located at [Contractor Address], with email [Contractor Email] and phone number [Contractor Phone], holding UBI Number [Contractor UBI Number] (if applicable) ("Contractor").

Scope of Services

Option A: The Contractor shall provide the following design services to the Client: [Detailed Description of Design Services, e.g., Graphic Design, Web Design, UI/UX Design, Architectural Visualization]. This includes but is not limited to: [Specific Tasks, Deliverables, and Disciplines, e.g., logo design, website mockups, user interface elements].

Option B: See Exhibit A, attached hereto and incorporated by reference, for a detailed description of the design services to be provided.

The creative process will include:

Concept Development

Feedback Rounds: [Number]

Revisions: [Specify Number or Unlimited with Restrictions]

Final Approval Mechanism: [e.g., Written Approval, Sign-Off on Mockups]

Design Specifications:

Brand Guidelines: [Specify if Client Provided or Contractor to Create]

Color Palettes: [Specify if Client Provided or Contractor to Create]

File Types: [e.g., PSD, AI, JPG, PNG, SVG]

Resolution: [e.g., 300 DPI for Print, 72 DPI for Web]

Software Compatibility: [Specify Software Versions]

Milestones and Deadlines:

Milestone 1: [Description], Deadline: [Date]

Milestone 2: [Description], Deadline: [Date]

Final Delivery: [Date]

Location of Work

Option A: The work will be performed remotely at the Contractor’s studio.

Option B: The work will be performed at the Client’s site located at [Client Address]. The Contractor will adhere to all Client site policies.

Option C: A hybrid model, with [Number] days per week at the Client's site and the remaining work performed remotely.

Onsite Meeting Expectations: [Frequency and Purpose of Onsite Meetings]

Access/Equipment:

Client Responsibility: [e.g., Providing Software Licenses, Access Badges]

Contractor Responsibility: [e.g., Providing Own Laptop, Software]

Fees and Payment

Option A: Fixed Fee: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of all services outlined in Section 1.

Option B: Hourly Rate: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour, not to exceed [Number] hours without prior written approval from the Client.

Option C: Milestone-Based Payment: The Client shall pay the Contractor according to the following milestone schedule:

Milestone 1: [Dollar Amount] upon completion of [Description]

Milestone 2: [Dollar Amount] upon completion of [Description]

Final Payment: [Dollar Amount] upon final delivery and approval.

Retainer:

Option D: A retainer fee of [Dollar Amount] per [Month/Quarter] for [Number] hours of work. Any hours exceeding this amount will be billed at [Dollar Amount] per hour.

Washington Sales/B&O Tax: [Applicable / Not Applicable]. Contractor is responsible for paying all applicable taxes.

Invoicing:

Invoices shall be submitted [Frequency, e.g., weekly, bi-weekly, monthly] to [Client Contact Person] at [Client Email Address].

Payment Deadline: Payments are due within [Number] days of invoice receipt.

Digital Payment Options: [e.g., ACH, Wire Transfer, PayPal] accepted.

Late Payment: A late payment fee of [Dollar Amount or Percentage] will be assessed for payments received more than [Number] days past the due date.

Intellectual Property

Option A: Work Made for Hire: All design work created by the Contractor under this Agreement shall be considered "work made for hire" as defined under Washington law, and the Client shall own all copyrights and other intellectual property rights in such work.

Option B: Copyright Transfer Upon Payment: Copyright to all final design deliverables shall transfer to the Client upon full payment of all fees due under this Agreement.

Ownership of Preliminary Works: The Client shall [own/not own] preliminary works, unused concepts, and drafts.

Contractor Portfolio Rights: The Contractor [may/may not] display the final deliverables in their portfolio after [Date/Project Completion], subject to Client's prior written approval.

The Contractor represents and warrants that all design work is original and does not infringe on the intellectual property rights of any third party.

Remedies for Infringement: The Contractor shall indemnify and hold the Client harmless from any and all claims, damages, and expenses arising from any third-party claim of copyright infringement.

Confidentiality

The Contractor agrees to hold all Client information, including but not limited to business data, customer lists, design assets, and access credentials, in strict confidence. This obligation extends both during and after the term of this Agreement.

The Contractor shall not disclose any confidential information to any third party without the Client's prior written consent.

This clause is governed by Washington's Uniform Trade Secrets Act.

The Contractor shall protect Client's confidential data with at least the same level of care as it protects its own confidential information, but in no event less than reasonable care.

Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. This Agreement does not create an employment relationship under Washington law.

The Client shall not control or direct the manner in which the Contractor performs the services.

The Contractor is responsible for all federal and Washington state tax obligations, including self-employment taxes, and for obtaining and maintaining all necessary licenses and permits, including a valid Washington business license and UBI number.

The Contractor is not entitled to any employee benefits, including but not limited to health insurance, paid time off, or retirement benefits.

The Contractor shall maintain their own insurance coverage, including professional liability (Errors & Omissions) insurance.

Subcontractors

The Contractor [may/may not] use subcontractors or assistants to perform the services under this Agreement.

If subcontractors are used, the Contractor must obtain the Client's prior written approval.

The Contractor shall be solely responsible for the performance and payment of any subcontractors. The Contractor will be liable for all work performed by the subcontractor.

Regulatory Compliance

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to ADA (Americans with Disabilities Act) compliance for digital and physical designs, anti-discrimination laws, and data protection requirements.

The contractor must follow all applicable laws regarding accessibility standards for design.

Project Communication

Preferred communication methods: [e.g., Email, Phone, Project Management Software]

Collaboration Tools: [e.g., Slack, Asana, Trello]

File Transfer Methods: [e.g., Dropbox, Google Drive, WeTransfer]

Frequency of Progress Reports: [e.g., Weekly, Bi-Weekly]

Change Orders

Any changes to the scope of services or deliverables must be documented in a written change order signed by both parties.

Change orders shall specify the adjusted fees and deadlines.

The Client is responsible for providing timely feedback on all change order requests.

Equipment and Insurance

The Contractor is responsible for providing all necessary equipment, software, and tools to perform the services.

The Contractor shall maintain professional liability (E&O) insurance with coverage of at least [Dollar Amount].

The Contractor shall provide evidence of insurance coverage to the Client upon request.

Indemnification

The Contractor shall indemnify and hold the Client harmless from any and all claims, damages, and expenses arising from:

Intellectual property disputes related to the design work.

Data breaches caused by the Contractor's negligence.

Personal injury or property damage caused by the Contractor's onsite work.

Default and Remedies

Events of Default:

Failure to meet agreed-upon deadlines.

Breach of confidentiality obligations.

Failure to perform services in a professional manner.

Cure Period: The defaulting party shall have [Number] days to cure the default.

Remedies:

Withholding payment.

Project suspension.

Contract termination.

Termination

This Agreement may be terminated:

Upon completion of the project.

By mutual written agreement of both parties.

By either party for convenience with [Number] days' written notice.

By the Client for breach of this Agreement by the Contractor.

Upon termination, the Contractor shall be paid for all work performed up to the date of termination.

The Contractor shall deliver all final files to the Client within [Number] days of termination.

The Contractor shall return or destroy all confidential material belonging to the Client.

Dispute Resolution

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

If negotiation fails, the parties agree to submit the dispute to mediation in [City, Washington].

If mediation fails, the parties may pursue arbitration or litigation in Washington courts.

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

Non-Solicitation and Non-Circumvention

During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit or attempt to solicit any employees or customers of the Client.

The Contractor shall not circumvent the Client by directly contacting or working with the Client's customers or partners without the Client's written consent.

Data Handling and Security

The Contractor shall implement reasonable security measures to protect Client data from unauthorized access, use, or disclosure.

Data Storage Location: [Specify Where Data Will Be Stored]

The Contractor shall comply with all applicable data privacy laws, including Washington and federal privacy laws.

Compliance with Laws

The Contractor shall comply with all applicable Washington, federal, and local laws and regulations, including anti-discrimination laws, accessible design requirements, and business tax reporting requirements.

Portfolio Usage

The Contractor [may/may not] display the final deliverables in their portfolio after the project is completed.

The Client shall have the right to review and approve any references or public disclosures made by the Contractor.

Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Client Signature: ____________________________ Date: _______________

Name: [Client Name]

Title: [Client Title]

Contractor Signature: ____________________________ Date: _______________

Name: [Contractor Name]

Title: [Contractor Title]

Modification

This Agreement may be modified only by a written agreement signed by both parties.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, and government regulations.

If a force majeure event occurs, the affected party shall promptly notify the other party and shall use commercially reasonable efforts to mitigate the effects of the event.