Wyoming design independent contractor agreement template

Wyoming Design Independent Contractor Agreement

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

[Client Name], located at [Client Address, including Wyoming if applicable], with contact number [Client Phone Number] and email address [Client Email Address] ("Client"),

and

[Contractor Name], located at [Contractor Address, including Wyoming if applicable], with contact number [Contractor Phone Number] and email address [Contractor Email Address] ("Contractor").

1. Scope of Services

The Contractor agrees to provide the following design services to the Client: [Describe the specific design services, e.g., graphic design, web design, UX/UI, interior design, product design, branding, illustration. Include project specifications, technical requirements, communication protocols, and expectations.]

Option A: The Contractor will provide [Specific details of the services].

Option B: The Contractor will provide the services as outlined in Exhibit A, attached hereto and incorporated herein.

2. Deliverables

The Contractor shall deliver the following deliverables to the Client: [List each item, including digital files, prototypes, physical samples, style guides, etc.]

Option A: The Contractor will deliver [Description of Deliverables] in [Format] and [Software/File Type].

Option B: The deliverables will conform to the specifications outlined in Exhibit B, attached hereto and incorporated herein.

3. Project Milestones and Timelines

The project will proceed according to the following milestones and deadlines: [Specify project milestones, timelines, and deadlines for each phase or deliverable. Include procedures for client feedback and approval.]

Option A: First Draft: [Date], Client Feedback: [Date], Final Approval: [Date].

Option B: The project schedule is detailed in Exhibit C, attached hereto and incorporated herein.

4. Location of Work

The services will be performed [State where the work will be performed: Contractor’s Wyoming address, remote, client’s premises, or mixed.]

Option A: The Contractor will work remotely from [Contractor's City, Wyoming].

Option B: The Contractor will work at the Client's premises located at [Client Address].

Option C: Site visits to [Location] will be required on [Dates/Frequency].

5. Fees and Payment

The Client shall pay the Contractor as follows: [Specify fee structure: hourly, by project, retainer, or component-based pricing. Include payment amounts, rates, deposit terms, itemized payment schedule, late payment interest or penalties, detailed invoicing and record-keeping standards, and client approval for additional work. Address Wyoming sales/use or service tax obligations.]

Option A: [Fixed price] for the entire project.

Option B: [Hourly rate] of [Dollar amount] per hour.

Option C: A deposit of [Dollar amount] is due upon signing of this Agreement, with the remaining balance payable upon completion of the project.

6. Intellectual Property

Ownership of all intellectual property created by the Contractor shall be [Specify ownership of design work, original files versus edited or derivative versions, copyright assignment, licensing terms for client (scope, territory, duration, exclusivity), restrictions on contractor portfolio use, moral rights waivers or assertions under Wyoming law, and return or destruction of client materials upon termination.]

Option A: All rights are assigned to the Client upon final payment.

Option B: The Client receives a [Specify type of license] license to use the deliverables.

Option C: The contractor retains the right to display the work in their portfolio, unless otherwise agreed to in writing.

7. Confidentiality

The Contractor agrees to hold all Client information confidential. [Include non-disclosure, data security, and confidentiality provisions. Specifically require protection of client business information, development materials, protected data under Wyoming statutes, third-party IP, and post-project confidentiality duration.]

Option A: The Contractor will not disclose any confidential information to third parties.

Option B: This clause shall survive the termination of this Agreement for a period of [Number] years.

8. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Client. [Include language strictly complying with Wyoming’s independent contractor test. Refer to Wyoming Department of Workforce Services standards.]

Option A: Contractor is responsible for all self-employment, unemployment, income, and excise tax filings.

Option B: Contractor will provide their own tools, equipment, and materials to perform the services.

9. Liability and Indemnification

The Contractor shall be liable for [Define contractor liability for errors, omissions, third-party IP infringement, or loss of project materials. Include definitions of direct and consequential damages, insurance coverage thresholds, and indemnification language as per Wyoming law.]

Option A: The Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Option B: The Contractor shall indemnify and hold harmless the Client from any claims arising from the Contractor's negligence.

10. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through [Prioritize good-faith negotiation, escalating to Wyoming-based mediation or arbitration. If litigation is required, designate exclusive jurisdiction and venue of Wyoming state or federal courts.]

Option A: Mediation in [City, Wyoming].

Option B: Arbitration in accordance with the rules of the American Arbitration Association.

Option C: Exclusive jurisdiction and venue shall be in the state and federal courts located in [County, Wyoming].

11. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date or Completion of Project]. [Include processes for early termination (notice periods, termination for default, force majeure, compensation for partial work, return of property, and transfer of work-in-progress files.)]

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

Option B: The Client shall compensate the Contractor for work completed up to the date of termination.

12. Client Obligations

The Client agrees to [Include client obligations: timely feedback, provision of design inputs or assets, access to necessary information or workspace, decision-maker identification, and timely payment, with remedies for client-side delays.]

Option A: Provide timely feedback on deliverables within [Number] days.

Option B: Provide the Contractor with all necessary assets and information.

13. Subcontractors

The Contractor [Address use of subcontractors or assistants. Contractor’s right to engage, subject to client approval, with background vetting, NDA, or proof of insurance if required.]

Option A: May subcontract portions of the work with the Client's prior written consent.

Option B: Is fully responsible for the work performed by any subcontractors.

14. Compliance with Laws

The Contractor shall comply with all applicable Wyoming and federal laws and regulations. [Include business license requirements, compliance with anti-discrimination, ADA web accessibility (for web design), intellectual property registry, and professional standards.]

15. Miscellaneous

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Entire Agreement: This Agreement constitutes the entire agreement between the parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

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

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Notices: All notices shall be in writing and delivered by [Method of Delivery] to the addresses set forth above.

16. Portfolio and Publicity Rights

The Contractor [Contractor’s right to display completed, non-confidential work in portfolio or for promotional purposes unless expressly prohibited by client.]

Option A: Retains the right to display the completed work in their portfolio.

Option B: Shall obtain the Client's written consent prior to using the work for promotional purposes.

17. Post-Completion Support

The Contractor will provide [Scope of included maintenance, hourly rates for out-of-scope changes, warranty periods for deliverable defects, and limitations on future obligations.]

18. Non-Solicitation and Conflict of Interest

The Contractor agrees not to [Restrictions on pursuit of the client’s employees, vendors, or end clients. Contractor representations of absence of conflicts with current clients or projects.]

19. Record-Keeping

The Contractor shall maintain records as required by Wyoming law. [Address data retention periods for tax or legal disputes.]

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

____________________________

[Client Name]

____________________________

[Contractor Name]