Wisconsin design independent contractor agreement template

Wisconsin Design Independent Contractor Agreement

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

• [Client Legal Name], a [Client Entity Type, e.g., Wisconsin Corporation, Individual], with a principal place of business at [Client Address], hereinafter referred to as "Client,"

and

• [Contractor Legal Name], a [Contractor Entity Type, e.g., Wisconsin LLC, Sole Proprietorship], with a principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

1. Scope of Services

• Option A: The Contractor shall perform the following design services ("Services") for the Client: [Detailed Description of Design Services, e.g., graphic design for marketing materials, web design for e-commerce platform, UI/UX design for mobile application]. This includes but is not limited to: [List of deliverables with specific formats, sizes, media, versions, color profiles, e.g., 5 social media graphics (PNG, 1080x1080px, RGB), a website mockup (PSD, layered, 1920x1080px, sRGB), UI/UX wireframes (Figma file)].
• Option B: The Contractor shall perform design services as described in Exhibit A, attached hereto and incorporated by reference. Exhibit A includes project scope, deliverables (with format, size, media, version, color profile specifications), style guidelines, and project milestones.

2. Project Phases and Milestones

• Option A: The Services shall be performed in accordance with the following project phases and milestones:
  • Phase 1: [Phase Description, e.g., Initial Consultation and Design Concept Development], Completion Date: [Date]
  • Phase 2: [Phase Description, e.g., Mockup Submission and Client Feedback], Completion Date: [Date]
  • Phase 3: [Phase Description, e.g., Revisions and Final Design Approval], Completion Date: [Date]
  • Phase 4: [Phase Description, e.g., Delivery of Final Files], Completion Date: [Date]
• Option B: Refer to Exhibit A for specific project phases and milestones.

3. Production Methods and Review Procedures

• Option A: The Contractor will utilize [Software and Tools, e.g., Adobe Creative Suite, Figma] to produce the Deliverables. The review process will consist of [Number] rounds of revisions, with Client feedback due within [Number] days of each mockup submission. Mockups will be submitted via [Delivery Method, e.g., email, project management software].
• Option B: The specific production methods, technical standards, and review/approval procedures are outlined in Exhibit B, attached hereto and incorporated by reference.

4. Project Location and Resources

• Option A: The Services will be performed [On-site at Client's Premises / Remotely / Hybrid]. If on-site, the location is [Client Address].
  • The Contractor will provide their own [Equipment, Software, Digital Resources, e.g., computer, software licenses, stock imagery subscriptions].
  • The Client will provide [Specific Resources, e.g., access to brand guidelines, server access, specific fonts].
• Option B: All details regarding project location and resource allocation are outlined in Exhibit C, attached hereto and incorporated by reference.

5. Service Period and Communication

• Option A: The Services shall commence on [Start Date] and continue until [End Date] or the completion of the Services, whichever occurs first. The Contractor will be available for communication via [Communication Channels, e.g., email, phone, video conference] during the hours of [Working Hours, e.g., 9:00 AM to 5:00 PM CST]. The Contractor will provide progress updates [Frequency, e.g., weekly].
• Option B: The service period and communication expectations are detailed in Exhibit D, attached hereto and incorporated by reference.

6. Service Fees and Expenses

• Option A: The Client shall pay the Contractor a fee of [Fee Structure, e.g., $[Amount] per hour, $[Amount] per deliverable, $[Amount] fixed project fee].
• Option B:
  • The Contractor shall be reimbursed for the following out-of-pocket expenses: [List of Reimbursable Expenses, e.g., printing costs, stock imagery licenses, travel within Wisconsin].
  • All expenses require pre-approval from the Client. The Contractor will submit receipts for reimbursement within [Number] days of incurring the expense.

7. Invoicing and Payment

• Option A: The Contractor shall submit invoices to the Client [Invoice Frequency, e.g., monthly, upon completion of milestones].
  • Payment is due within [Number] days of the invoice date. Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Wisconsin law.
  • Payments will be made via [Payment Method, e.g., check, electronic transfer].
  • The Contractor is responsible for all federal, state, and local taxes, including Wisconsin sales tax (if applicable), use tax, and self-employment taxes. Contractor agrees to indemnify client for any misclassification of Contractor.
• Option B: The Client shall pay a deposit of [Percentage or Amount]% of the total project fee upon execution of this Agreement. The remaining balance shall be paid according to the payment schedule outlined in Exhibit E, attached hereto and incorporated by reference.

8. Intellectual Property Ownership

• Option A: All work product created by the Contractor pursuant to this Agreement shall be considered a "work for hire" as defined under Wisconsin and United States copyright law and shall be owned exclusively by the Client. The Contractor hereby assigns to the Client all right, title, and interest in and to the work product.
• Option B: Upon final payment, all intellectual property rights in the work product shall transfer to the Client. The Contractor retains the right to display the work product in their portfolio for promotional purposes, subject to Client's confidentiality restrictions outlined in Section 9. Contractor grants to client the sole exclusive, perpetual, and irrevocable license to use the final product.
• Option C: The Client grants the Contractor a non-exclusive license to use Client-provided materials solely for the purpose of performing the Services.

9. Confidentiality

• Option A: The Contractor shall maintain the confidentiality of all Client materials and project information, including but not limited to [Specific Confidential Information, e.g., business plans, customer data, trade secrets]. This obligation shall survive the termination of this Agreement.
• Option B: Contractor must comply with all applicable Wisconsin data protection and privacy laws. Any breach of data will be reported to client and Contractor is liable for all breach costs.

10. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Client shall not control the manner or means by which the Contractor performs the Services. The Contractor is responsible for all self-employment taxes and shall not be eligible for any employee benefits. The Contractor controls work schedule and may substitute resources if needed.

11. Insurance

• Option A: The Contractor shall maintain professional liability insurance (errors & omissions) with a minimum coverage of [$Amount].
• Option B: The Contractor shall provide a Certificate of Insurance to the Client upon request. The Contractor represents that they are exempt from Wisconsin workers' compensation requirements as an independent contractor.

12. Liability and Indemnification

The Contractor shall be liable for damages resulting from defective Services, late delivery, or third-party infringement. The Contractor shall indemnify and hold harmless the Client from any claims arising from the Contractor's negligence or willful misconduct.

13. Sub-Contracting

The Contractor shall not sub-contract any portion of the Services without the prior written consent of the Client. Any sub-contractor must also meet the criteria for independent contractor status under Wisconsin law.

14. Non-Solicitation

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

15. Termination

• Option A: This Agreement may be terminated by either party upon [Number] days written notice. The Client may terminate this Agreement for cause (e.g., missed deadlines, quality issues, non-payment) immediately upon written notice.
• Option B: Upon termination, the Contractor shall be entitled to payment for Services performed up to the date of termination. The Contractor shall promptly return all Client property and data.

16. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the parties shall attempt mediation in [County Name] County, Wisconsin. If mediation fails, the parties may pursue arbitration or litigation in the courts of [County Name] County, Wisconsin, and shall be governed by Wisconsin law.

17. Compliance with Laws

The Contractor shall comply with all applicable Wisconsin statutes, ordinances, and industry regulations, including the Wisconsin Fair Employment Act.

18. Warranty

The Contractor warrants that the work product will be original, non-infringing, and free from defects.

19. Client Property

The Contractor shall maintain all Client property, data, and digital assets in good condition and shall return them to the Client upon request or termination of this Agreement.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.

21. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]