West Virginia creative independent contractor agreement template

West Virginia Creative Independent Contractor Agreement

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

[Client Full Legal Name], a [Client Business Entity Type, if applicable] with its principal place of business at [Client Business Address] (hereinafter referred to as “Client”), and

[Contractor Full Legal Name], a [Contractor Business Entity Type, if applicable, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor Business Address], West Virginia business registration number [Contractor WV Business Registration Number, if applicable] (hereinafter referred to as “Contractor”).

1. Description of Services

Contractor agrees to provide the following creative services to Client: [Detailed Description of Creative Services, including Deliverables, Creative Concepts, Formats, Technical Requirements, Medium, Production Steps, Approval Processes, Revision Limits, Project Milestones, Deadlines, and Quality Standards].

Option A: Services shall be delivered [Remotely].

Option B: Services shall be delivered [On-site at Client's location in West Virginia].

Option C: Services shall be delivered [Hybrid: Partially remote, partially on-site].

Contractor is responsible for [List Contractor Responsibilities, e.g., providing own equipment, procuring specific materials]. Client shall provide Contractor with [List Client Responsibilities, e.g., access to facilities, access to online platforms].

2. Compensation

Client shall compensate Contractor as follows:

Option A: [Hourly Rate] of [Dollar Amount] per hour.

Option B: Fixed project fee of [Dollar Amount] for the entire project described in Section 1.

Option C: Per deliverable fee as outlined in [Appendix/Attachment Name].

Invoices shall be submitted [Frequency of Invoicing, e.g., monthly, upon completion of milestones]. Payment shall be made within [Number] days of receipt of invoice. Acceptable methods of payment are [List Payment Methods, e.g., bank transfer, check].

Option A: Client shall pay Contractor an advance/deposit of [Dollar Amount or Percentage] upon execution of this Agreement.

Contractor is responsible for all applicable West Virginia taxes, including but not limited to business and occupation tax and sales tax, if applicable, and shall comply with all West Virginia tax filing requirements. Contractor is also responsible for all federal taxes.

Option A: Reimbursable expenses, pre-approved by the client, will be paid. The contractor is required to submit [Type of Documentation Required for Expenses, e.g., receipts].

Option B: There are no reimbursable expenses under this agreement.

Option C: Late payment penalty: A late payment penalty of [Dollar Amount or Percentage] will be assessed for each [Number] days the payment is late.

3. Ownership and Intellectual Property

Client shall [Receive Full Ownership of work product, Receive Exclusive License, Receive Non-Exclusive License] to the work product created by Contractor under this Agreement. This includes the following rights [Specific rights to display, modify, usage restrictions].

Option A: All copyrights shall be transferred to Client upon final payment.

Option B: Contractor retains copyright ownership but grants Client an unlimited, perpetual license to use the work.

Contractor retains the right to [Use work in portfolio, Not use work in portfolio]. Contractor retains ownership of pre-existing materials.

4. Confidentiality

Contractor agrees to hold all Client information, project concepts, and unpublished materials in strict confidence and in compliance with the West Virginia Uniform Trade Secrets Act. This obligation continues [Duration of Confidentiality, e.g., indefinitely, for [number] years after termination].

5. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Contractor is responsible for all federal and West Virginia state tax registration, estimated tax payments, and obtaining any necessary West Virginia business licenses.

Option A: Contractor is registered as a business in West Virginia.

Option B: Contractor is not registered as a business in West Virginia. Contractor shall provide a valid W-9 form to the client.

6. Insurance

Contractor shall maintain [Type of Insurance, e.g., professional liability, errors and omissions] insurance in the amount of [Dollar Amount].

Option A: Contractor is responsible for securing and paying for insurance coverage.

Option B: Client is responsible for securing and paying for insurance coverage.

7. Liability and Indemnification

Contractor is liable for [Breach, Defects, Missed Deadlines, Copyright Infringement, Damages due to faulty deliverables]. Contractor shall indemnify Client against claims arising from Contractor’s work, subject to West Virginia law.

Option A: Limitation of liability: Contractor's liability is limited to the total amount paid under this agreement.

8. Changes and Additional Services

Any changes to the scope of services or additional services must be agreed upon in writing in a change order signed by both parties. Adjustments to deadlines or compensation will be handled through the change order process.

9. Termination

This Agreement shall commence on [Start Date] and continue until [End Date] or until the completion of the services described in Section 1.

Option A: Either party may terminate this Agreement upon [Number] days written notice.

Option B: Client may terminate for material breach by Contractor.

Upon termination, Contractor shall [Return unfinished work, Transfer unfinished work, Cease using confidential information]. Client shall pay Contractor for all work completed up to the date of termination.

10. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through good faith negotiation and mediation within West Virginia.

Option A: If mediation fails, the dispute shall be submitted to binding arbitration in [City, West Virginia].

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

11. Compliance with Laws

Contractor shall comply with all applicable West Virginia laws, industry regulations, and professional standards.

12. Non-Solicitation and Non-Compete

Contractor agrees not to solicit Client’s employees or customers for a period of [Number] months following termination of this Agreement.

Option A: Non-compete: Contractor shall not engage in similar work within [Geographic Area, e.g., within West Virginia, within [number] miles of Client's location] for [Number] months after termination. (Note: West Virginia law disfavors broad non-competes for independent contractors; consult with counsel).

13. Conflict of Interest

Contractor represents that they do not have any conflicts of interest that would prevent them from performing the services under this Agreement.

Option A: Exclusivity: Contractor shall not work for Client’s direct competitors during the term of this Agreement.

Option B: Non-Exclusivity: Contractor is free to work for other clients.

14. Representations and Warranties

Contractor represents and warrants that they have the right to enter into this Agreement and that the work product will be original and free from infringement.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, weather-related delays common in West Virginia, internet outages, and governmental regulations.

16. Miscellaneous

This Agreement may be modified only in writing signed by both parties. This Agreement may not be assigned without the written consent of both parties. Waiver of any provision of this Agreement shall not be deemed a waiver of any other provision. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts.

Option A: Signatures: The parties may execute this agreement electronically, adhering to the West Virginia Uniform Electronic Transactions Act (UETA).

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Full Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]