Wyoming creative independent contractor agreement template

Wyoming Creative Independent Contractor Agreement

This Wyoming Creative Independent Contractor Agreement is made and entered into as of [Date], by and between:

[Client Legal Name], a [Client Entity Type, e.g., LLC] with its principal place of business at [Client Address], and, if applicable, a registered agent [Client Registered Agent Name] at [Client Registered Agent Address] (hereinafter "Client"),

and

[Contractor Legal Business Name], a [Contractor Entity Type, e.g., Sole Proprietorship, LLC], with its principal place of business at [Contractor Address], and if applicable, Wyoming Business Registration Number [Contractor Wyoming Business Registration Number] (hereinafter "Contractor").

1. Description of Services

The Contractor agrees to perform the following creative services for the Client:

Option A: [Describe Services, e.g., Graphic design services for the Client's upcoming marketing campaign]

• Specifically, the Contractor will provide:
• [Detailed Deliverables, e.g., 3 logo concepts, 5 social media graphics, 1 website banner]
• [Deliverable Formats, e.g., AI, PSD, JPG, PNG]
• [Number of Drafts and Revisions, e.g., 2 rounds of revisions per deliverable]
• [Approval Process, e.g., Client approval via email within 3 business days]
• [Project Milestones, e.g., Logo concepts due [Date], Social media graphics due [Date]]
• [Final Delivery Deadline, e.g., [Date]]

Option B: [Describe Services, e.g., Photography services for the Client's product catalog]

• Specifically, the Contractor will provide:
• [Detailed Deliverables, e.g., 50 high-resolution product photos]
• [Deliverable Formats, e.g., JPEG, TIFF]
• [Creative Direction/Branding Requirements, e.g., Photos must adhere to the Client's brand guidelines as outlined in [Document Name]]
• [Technical Specifications, e.g., Resolution of 300 DPI, color profile sRGB]

2. Location of Services

The services will be performed:

• Option A: Remotely.
• Option B: On-site at the Client's location at [Client Location Address].
• Option C: At [Event Location Name] located at [Event Location Address].
• Travel arrangements: [Specify travel arrangements, e.g., Contractor is responsible for their own travel].
• Expense reimbursement: [Specify expense reimbursement details, e.g., Client will reimburse Contractor for mileage at the Wyoming state rate of [Current Wyoming Mileage Rate] per mile. Per diem for overnight stays will be reimbursed at the Wyoming state rate of [Current Wyoming Per Diem Rate] ]. Client will only reimburse pre-approved expenses.
• Client-provided equipment/workspace: [Specify if client will provide equipment or workspace, e.g., Client will provide a dedicated workspace and access to necessary software].

3. Compensation and Payment

The Client will compensate the Contractor as follows:

• Option A: Fixed fee of [Dollar Amount] for the completion of all services described in Section 1.
• Payment Schedule:
• [Percentage]% upon execution of this agreement.
• [Percentage]% upon completion of [Milestone].
• [Percentage]% upon final delivery and acceptance of all deliverables.
• Option B: Hourly rate of [Dollar Amount] per hour.
• The Contractor will submit invoices to the Client on a [Frequency, e.g., weekly, bi-weekly, monthly] basis.
• Option C: Milestone-based payments as follows:
• [Milestone 1]: [Dollar Amount]
• [Milestone 2]: [Dollar Amount]
• [Milestone 3]: [Dollar Amount]

Invoicing Procedures:

• Invoices must be submitted to [Client Contact Person] at [Client Email Address].
• Invoices must include: [Invoice Requirements, e.g., Date, invoice number, detailed description of services performed, hours worked (if applicable), total amount due].
• Payment method: [Payment Methods, e.g., Check, ACH transfer].
• Payment terms: Net [Number] days from the date of invoice.
• Wyoming State Tax Compliance: Contractor is responsible for all applicable Wyoming state taxes. Client will issue a 1099-NEC to the Contractor if payments exceed $600 in a calendar year.
• Late Payment: Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Wyoming law, whichever is lower.

4. Intellectual Property

• Option A: Work Made for Hire. All work product created by the Contractor under this agreement shall be considered a "work made for hire" as defined under U.S. copyright law, and the Client shall own all right, title, and interest in and to such work product, including all copyrights.
• Option B: License. The Contractor retains ownership of all intellectual property rights in the work product, but grants the Client a [Type of License, e.g., exclusive, non-exclusive, perpetual, time-limited] license to use the work product for [Specific Use, e.g., marketing purposes, internal use].
• Option C: Assignment. The Contractor agrees to assign all right, title, and interest in and to the work product to the Client upon final payment.
• Moral Rights Waiver: To the extent permitted by law, the Contractor waives all moral rights in the work product.
• Portfolio/Self-Promotion: The Contractor retains the right to use non-confidential samples of the completed work in their portfolio and for self-promotion purposes, subject to the Client's prior written approval, which shall not be unreasonably withheld.

5. Confidentiality

The Contractor agrees to hold all confidential information of the Client in strict confidence, including but not limited to creative ideas, source materials, business information, client data, campaign strategies, and proprietary assets. This obligation of confidentiality shall continue [Duration, e.g., indefinitely, for a period of [Number] years] after the termination of this agreement. The Contractor will implement reasonable security measures to protect the confidentiality of the Client's information.

6. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or joint venturer of the Client. As an independent contractor, the Contractor is responsible for:

• Paying all applicable federal, state, and local taxes, including self-employment taxes.
• Providing their own insurance coverage, including liability insurance (if required). [Specify Insurance Requirements, e.g., Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount] per occurrence].
• Compliance with Wyoming Statute § 27‑3‑104 regarding independent contractor status.
• Compliance with Wyoming unemployment and workers' compensation requirements. Contractor confirms exemption from Wyoming worker's compensation requirements as an independent contractor.
• Contractor is responsible for their own worker's compensation and unemployment insurance if they hire employees or subcontractors.

7. Limitation of Liability and Indemnification

The Contractor's liability for any damages arising out of or related to this agreement shall be limited to the amount of fees paid by the Client to the Contractor under this agreement. The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Contractor's negligence or willful misconduct, or breach of this agreement. This indemnification includes, but is not limited to, claims of third-party intellectual property infringement.

8. Revisions and Change Orders

Any changes to the scope of services, deliverables, or schedule must be documented in a written change order signed by both parties. The change order will specify the revised scope of services, deliverables, schedule, and compensation.

9. Client Feedback and Approvals

The Client shall provide feedback on the Contractor's work within [Number] business days of submission. If the Client fails to provide feedback within the specified timeframe, the work will be deemed approved. The Client's approval of the final deliverables shall be in writing.

10. Subcontracting and Assignment

The Contractor shall not subcontract or assign any of their obligations under this agreement without the prior written consent of the Client.

11. Termination

This agreement may be terminated by either party upon [Number] days written notice.

• Option A: Client may terminate immediately for Contractor’s breach of confidentiality.
• Option B: Client may terminate immediately for non-payment.
• Option C: Early termination fee: In the event of early termination by the Client without cause, the Client shall pay the Contractor a termination fee equal to [Percentage]% of the remaining contract value.

Upon termination, the Contractor shall return all Client materials and confidential information.

12. Portfolio and Self-Promotion

The Contractor may use non-confidential samples of the completed work in their portfolio and for self-promotion purposes after [Embargo Period, e.g., 30 days] from the date of final delivery, subject to the Client's approval.

13. Dispute Resolution

Any disputes arising out of or related to this agreement shall be resolved as follows:

1. Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
2. Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, Wyoming].
3. Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, and venue in [City, Wyoming].
• Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform their obligations under this agreement due to causes beyond their reasonable control, including but not limited to acts of God, war, fire, flood, pandemic, or government actions.

15. Compliance with Laws

Both parties agree to comply with all applicable federal, state, and local laws and regulations, including Wyoming business permit requirements and advertising standards. The Contractor warrants that they have the legal right to work in the United States.

16. Amendment and Waiver

This agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this agreement shall be effective unless in writing and signed by the waiving party.

17. 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. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Notices

All notices required under this agreement shall be in writing and delivered to the addresses set forth above by certified mail, return receipt requested, or by email with confirmation of receipt.

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

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

Date: [Date]

[Contractor Legal Business Name]

By: [Contractor Name]

Title: [Contractor Title, e.g., Owner, Manager]

Date: [Date]