Independent Contractor Agreement for Creative Contractor (for Firm)
Independent Contractor Agreement for Creative Contractor (for Firm)
This Agreement is made between ("Client"), with a principal place of business at , and ("Contractor"), with a principal place of business at .
Services to Be Performed
Contractor agrees to perform the following services for Client:
|services in Exhibit||
Contractor agrees to perform the services described in Exhibit A, which is attached to and made part of this Agreement.
|fixed fee||Contractor will be paid $ upon completion of the work as detailed in this Agreement.|
Client will pay Contractor a fixed fee of $, in installments as follows:
Contractor will be compensated at the rate of $ per .
|no reimbursement||Contractor will be responsible for all expenses incurred while performing services under this Agreement.|
Client will reimburse Contractor for the following expenses that are directly attributable to work performed under this Agreement: . Contractor will submit an itemized statement of Contractor's expenses. Client will pay Contractor within 30 days after receipt of each statement.
Contractor will submit invoices for all services rendered. Client will pay Contractor within days after receipt of each invoice.
Consultant will furnish all materials, equipment, and supplies used to provide the services required by this Agreement.
Intellectual Property Ownership
|assign all rights||
Contractor assigns to Client Contractor's entire right, title, and interest in anything created or developed by Contractor for Client under this Agreement. Contractor will help prepare any papers that Client considers necessary to secure any copyrights, trademarks, or other proprietary rights at no charge to Client. However, Client will reimburse Contractor for reasonable out-of-pocket expenses incurred. Contractor must obtain written assurances from Contractor's employees and contract personnel that they agree with this assignment. Contractor agrees not to use any of the intellectual property mentioned above for the benefit of any other party without Client's prior written permission.
|work made for hire||
To the extent that the work performed by Contractor under this Agreement (Contractor's Work) includes any work of Authorship entitled to protection under the copyright laws, the parties agree to the following provisions:
Contractor agrees not to use any of the intellectual property mentioned above for the benefit of any other party without Client's prior written permission.
|assign certain rights||
Contractor assigns to Client the following intellectual property rights in the work created or developed by Contractor under this Agreement: .
Contractor will obtain all necessary copyright permissions and privacy releases for materials provided. Contractor will indemnify Client against all claims and expenses, including reasonable attorney fees, due to Contractor's failure to obtain such permissions or releases.
|include moral rights clause||
Moral Rights Waiver for Works of Fine Art
Contractor waives any and all moral rights or any similar rights in the work created or developed by Contractor under this Agreement ("Work Product") and agrees not to institute, support, maintain, or permit any action or lawsuit on the grounds that Client's use of the Work Product: (a) constitutes an infringement of any moral right or any similar right, (b) is in any way a defamation or mutilation of the Work Product, (c) damages Contractor's reputation, or (d) contains unauthorized variations, alterations, changes, or translations of the Work Product.
Independent Contractor Status
Contractor is an independent contractor, and neither Contractor nor Contractor's employees or contract personnel is, or will be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, as follows:
IC status 1
|Contractor has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.|
|IC status 2||Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.|
|IC status 3||Contractor has the right to perform the services required by this Agreement at any place or location and at such times as Contractor may determine.|
|IC status 4||Contractor will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Contractor's work must be performed on or with Client's computer or existing software.|
|IC status 5||The services required by this Agreement will be performed by Contractor or Contractor's employees or contract personnel, and Client will not be required to hire, supervise, or pay any assistants to help Contractor.|
|IC status 6||Contractor is responsible for paying all ordinary and necessary expenses of its staff.|
|IC status 7||Neither Contractor nor Contractor's employees or contract personnel will receive any training from Client in the professional skills necessary to perform the services required by this Agreement.|
|IC status 8||Neither Contractor nor Contractor's employees or contract personnel will be required to devote full time to the performance of the services required by this Agreement.|
|IC status 9||
Client will not withhold from Contractor's compensation any amount that would normally be withheld from an employee's pay.
Business Permits, Certificates, and Licenses
Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.
State and Federal Taxes
Client will not:
- withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf
- make state or federal unemployment compensation contributions on Contractor's behalf, or
- withhold state or federal income tax from Contractor's payments.
Contractor will pay all taxes incurred while performing services under this Agreement -- including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor will provide Client with proof that such payments have been made.
Contractor understands that neither Contractor nor Contractor's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Contractor is subsequently classified by the IRS as a common law employee, Contractor expressly waives his or her rights to any benefits to which he or she was, or might have become, entitled.
Client will not obtain workers' compensation insurance on behalf of Contractor or Contractor's employees or agents. Contractor will provide Contractor's employees with workers' compensation insurance to the extent required by law and provide Client with a certificate of workers' compensation insurance. Contractor agrees to hold harmless and indemnify Client for any and all claims arising out of any injury, disability, or death of Contractor or any of Contractor's employees or agents.
|"if any" polilcy of workers' comp||
Contractor will obtain an "if any" policy of workers' compensation. Contractor will provide Client with proof of such coverage before starting work.
Client will make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
Warranties and Representations
Contractor warrants and represents that:
- Contractor has the authority to enter into this Agreement and to perform all obligations hereunder.
- The services to be performed are and will be free and clear of all encumbrances including security interests, licenses, liens, or other restrictions except as follows: .
- The use, reproduction, distribution, or modification of any work product resulting from the services does not and will not violate the copyright, patent, trade secret, or other property right of any former client, employer, or third party.
Contractor agrees to indemnify and hold harmless Client against any third-party claims, actions, or demands, including without limitation reasonable attorney and accounting fees, alleging or resulting from the breach of the warranties contained in this Agreement. Client will provide notice to Contractor promptly of any such claim, suit, or proceeding and will assist Contractor, at Contractor's expense, in defending any such claim, suit, or proceeding.
Term of Agreement
This agreement will become effective when signed by both parties and will terminate on the earliest of:
- the date Contractor completes the services required by this Agreement
- , or
- the date a party terminates the Agreement as provided below.
Termination of Agreement
This Agreement may be terminated:
- without cause, by days' prior written notice by either party, or
- with cause, immediately upon material breach of any term of this Agreement by either party.
Client shall promptly pay Contractor for services performed before the effective date of termination. Client shall not owe Contractor compensation for any services performed following such date.
Contractor confidentiality. Contractor acknowledges that within the course of providing services, it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not use or disclose to others without Client's written consent Client's confidential information, except when reasonably necessary to perform the services under this Agreement.
Scope of confidential information. Confidential Information includes, but is not limited to:
Contractor will not be restricted in the use of any material that is publicly available, already in Contractor's possession prior to commencement of Contractor's provision of services to Client, known to Contractor without restriction, or rightfully obtained by Contractor from sources other than Client.
Contractor's obligations regarding proprietary or confidential information extend to information belonging to customers and suppliers of Client about which Contractor may have gained knowledge as a result of Contractor's services to Client.
Contractor will not disclose to Client information or material that is a trade secret of any third party. The provisions of this clause will survive any termination of this Agreement.
|private dispute resolution||
The prevailing party shall have the right to collect from the other party its reasonable costs and disbursements and attorney fees incurred in enforcing this Agreement.
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.
This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement will be governed by and construed in accordance with the laws of the state of .
If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
Any attached sheet or document shall be regarded as fully contained in this Agreement.
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: in person, by certified mail, or by overnight courier.
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.
This agreement may be signed by an electronic or digital signature.
This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.
MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.
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