West Virginia design independent contractor agreement template

West Virginia Design Independent Contractor Agreement

This West Virginia Design Independent Contractor Agreement ("Agreement") is made and entered into as of this [Date], by and between:

• [Client Name], residing at [Client Address], with email address [Client Email] and phone number [Client Phone] ("Client");

and

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

1. Scope of Services

The Contractor agrees to provide the following design services to the Client:

• Option A: [Detailed description of graphic design services, including specific tasks like logo design, branding guidelines, marketing materials, etc.]
• Option B: [Detailed description of web design services, including specific tasks like website mockups, front-end development, back-end integration, etc.]
• Option C: [Detailed description of architectural design services, including specific tasks like schematic design, construction documents, permitting assistance, etc. NOTE: Must comply with WV Board of Architects regulations if providing architectural services.]
• Option D: [Detailed description of interior design services, including specific tasks like space planning, furniture selection, material specifications, etc.]
• Deliverables: [Specify all deliverables, including file formats, versioning requirements, handover method, and acceptance criteria.]

2. Project Milestones and Deadlines

• Milestone 1: [Description of Milestone 1] - Deadline: [Date]
• Milestone 2: [Description of Milestone 2] - Deadline: [Date]
• Milestone 3: [Description of Milestone 3] - Deadline: [Date]
• Review Points: Client review and feedback will be provided within [Number] days of each milestone delivery.
• Acceptance Criteria: Deliverables will be deemed accepted if they meet the specifications outlined in Section 1 and are approved in writing by the Client.

3. Tools and Resources

• The Contractor will use the following tools and software: [List of Software and Tools]
• Client will provide the following resources: [List of Resources, including any necessary access to client systems or data]

4. Work Location and Travel

• Option A: The Contractor will perform the services remotely.
• Option B: The Contractor will perform the services at the Client's location at [Client Address].
• Option C: The Contractor will perform the services at a coworking space located at [Location of Coworking space]
• Travel: [Specify if travel is required, and include details regarding expense reimbursement in compliance with West Virginia tax laws.]

5. Compensation

• Option A: The Contractor will be paid an hourly rate of [Dollar Amount] per hour.
• Option B: The Contractor will be paid a fixed fee of [Dollar Amount] for the completion of the services outlined in Section 1.
• Option C: The Contractor will be paid per milestone as follows:
  • Milestone 1: [Dollar Amount]
  • Milestone 2: [Dollar Amount]
  • Milestone 3: [Dollar Amount]
• Payment Schedule: Payments will be made [Frequency of payments, e.g., bi-weekly, upon completion of milestones].
• Invoicing: The Contractor will submit invoices to the Client on [Day of week/Month]. Invoices must include: [Required information on invoice].
• Accepted Payment Methods: [List accepted payment methods, e.g., ACH, check, PayPal].
• Reimbursement of Expenses: [Specify which expenses are reimbursable and the process for reimbursement].
• W-9/1099 Compliance: The Contractor will provide a completed IRS Form W-9 to the Client prior to commencement of services. The Client will issue a 1099-NEC to the Contractor at the end of each tax year, as required by law.
• West Virginia Tax Obligations: Contractor acknowledges responsibility for all applicable West Virginia business taxes, including obtaining a Business Registration Certificate and collecting/remitting sales/use tax if applicable to the design outputs.
• Late Payment Interest: Late payments will accrue interest at a rate of [Percentage]% per month, not exceeding the maximum rate permitted under West Virginia usury law.

6. Intellectual Property

• Option A: All intellectual property rights, including copyright, in the designs created by the Contractor shall be owned solely by the Client, and Contractor hereby assigns all rights, title, and interest therein to Client. This includes waiving all moral rights, to the extent permitted by law.
• Option B: The Contractor retains ownership of the intellectual property rights in the designs, and grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the designs for [Specific Use].
• Portfolio Use: The Contractor may showcase the designs in their portfolio with the Client's prior written consent.

7. Confidentiality

• The Contractor agrees to keep confidential all non-public information relating to the Client's business, including but not limited to client data, proprietary designs, and business practices.
• This obligation of confidentiality shall survive the termination of this Agreement for a period of [Number] years.
• Exceptions: This confidentiality obligation does not apply to information that is publicly available, already known to the Contractor, or received from a third party without restriction.

8. Non-Solicitation/Non-Compete

• Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, the Contractor shall not solicit the Client's employees or customers.
• Non-Compete: [If a non-compete is required and enforceable under West Virginia law, specify the duration, geographic scope, and activities restricted. Note that West Virginia law may strictly limit the enforceability of non-compete agreements.]

9. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Client will not control the means or methods by which the Contractor performs the services. The Contractor is responsible for all applicable federal, state, and local taxes and insurance, including Worker's Compensation (if applicable). If applicable, Contractor affirms its exemption from Worker's Compensation coverage as a sole proprietor/independent contractor.

Indemnification: The Contractor agrees to indemnify and hold the Client harmless from any and all claims arising out of the Contractor's status as an independent contractor, including but not limited to claims for taxes, insurance, and employee benefits.

10. Professional Liability

The Contractor shall be responsible for any errors or omissions in the design services that result in damages to the Client. The Contractor's liability shall be limited to [Dollar Amount], and the Contractor shall not be liable for any consequential damages, except as prohibited by West Virginia statute.

Infringement: The Contractor warrants that the designs do not infringe upon the intellectual property rights of any third party.

Licensing: If providing architectural or other regulated design services, the Contractor warrants that they comply with all applicable West Virginia Board of Architects or other relevant state board requirements.

11. Insurance

• The Contractor shall maintain the following insurance policies:
  • Professional Liability (Errors & Omissions) Insurance: [Coverage Amount]
  • General Liability Insurance: [Coverage Amount]
• The Contractor shall provide the Client with proof of insurance upon request.

12. Breach and Remedies

• Grounds for Breach: The following shall constitute a breach of this Agreement: failure to meet project deadlines, failure to meet quality standards, unauthorized use of designs, breach of confidentiality.
• Client Remedies: In the event of a breach by the Contractor, the Client may:
  • Provide the Contractor with a written notice of breach and a period of [Number] days to cure the breach.
  • Terminate this Agreement.
  • Seek specific performance.

13. Termination

• Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the services outlined in Section 1.
• Notice: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Automatic Termination: This Agreement shall automatically terminate upon the insolvency of either party or upon failure of Client to make payments.
• Handover of Work: Upon termination, the Contractor shall deliver all work in progress to the Client.
• Return of Materials: The Contractor shall return all Client-owned materials and property.
• Final Settlement: Upon termination, the Client shall pay the Contractor for all services performed up to the date of termination, less any amounts previously paid.

14. Dispute Resolution

• Dispute Resolution Hierarchy: In the event of a dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through negotiation. If negotiation is unsuccessful, the parties shall submit the dispute to mediation in West Virginia. If mediation is unsuccessful, the parties may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association (AAA).
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.
• Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, West Virginia.

15. Compliance with Laws

The Contractor shall comply with all applicable West Virginia and municipal regulations, including business registration requirements, occupational tax requirements, and licensing requirements. The contractor shall also comply with all ongoing industry standards for safety, accessibility, and state/local design codes or permit requirements.

16. Representations and Warranties

The Contractor represents and warrants that:

• The designs are original and do not infringe upon the intellectual property rights of any third party.
• The designs are fit for the purpose intended by the Client.
• The Contractor complies with all applicable laws, including ADA and building codes (if applicable).

17. Status Changes/Subcontracting

• The Contractor shall notify the Client of any changes in its business status that may affect its ability to perform the services.
• The Contractor shall not subcontract any of the services without the Client's prior written consent.

18. Communication

• The Contractor shall provide regular updates to the Client regarding the progress of the project.
• The Contractor shall promptly notify the Client of any obstacles or delays in the project.

19. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, such as a natural disaster or change in law specific to West Virginia.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

____________________________
[Client Name]
Client

____________________________
[Contractor Name]
Contractor