Independent Contractor Agreement for Creative Contractor (for IC)
Independent Contractor Agreement for Creative Contractor (for IC)
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 .
If Client is late paying Contractor, Contractor's damages will be difficult to measure. As a reasonable estimate of the damages Contractor will sustain, and as liquidated damages and not as a penalty, Client agrees to pay Contractor an additional % per month interest charge on the amount owed.
|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.
Contractor will furnish all materials, equipment, and supplies used to provide the services required by this Agreement.
Intellectual Property Ownership
|Contractor grants to Client a royalty-free nonexclusive license to use anything created or developed by Contractor for Client under this Agreement ("Contract Property"). The license will have a perpetual term and Client may not transfer it. Contractor will retain all copyrights, patent rights, and other intellectual property rights to the Contract Property.|
|assign ip||Contractor assigns to Client all patent, copyright, and trade secret rights in anything created or developed by Contractor for Client under this Agreement. This assignment is conditioned upon full payment of the compensation due Contractor under this Agreement. Contractor will help prepare any documents Client considers necessary to secure any copyright, patent, or other intellectual property rights in Contractor's work product under this Agreement.|
Contractor's Reusable Materials
Contractor owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement ("Contractor's Materials"). Contractor's Materials include, but are not limited to, the following items: .
Contractor may, at its option, include Contractor's Materials in the work performed under this Agreement. Contractor retains all right, title, and interest, including all copyrights, patent rights, and trade secret rights in Contractor's Materials. Contractor grants Client a royalty-free nonexclusive license to use any of Contractor's Materials incorporated into the work performed by Contractor under this Agreement. The license will have a perpetual term and may not be transferred by Client.
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.
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
withhold state or federal income tax from Contractor's payments, or
- withhold any other state or federal payroll taxes from Contractor's payments or make such contributions on Contractor's behalf.
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.
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.
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
Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after notice is sent to the other party.
If at any time after commencement of the services required by this Agreement, Client in its sole reasonable judgment, determines that such services are inadequate, unsatisfactory, no longer needed, or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement, Client may terminate this Agreement upon days' written notice to Contractor.
This provision allocates the risks under this Agreement between Contractor and Client. Contractor's pricing reflects the allocation of risk and limitation of liability specified below.
Contractor's total liability to Client under this Agreement for damages, costs, and expenses will not exceed the compensation received by Contractor under this Agreement. However, Contractor will remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Contractor or Contractor's employees or agents while on Client's premises to the extent such actions or omissions were not caused by Client.
NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
|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 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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Protect yourself when you're hired as a creative contractor and establish copyright on your work
When you sign on to perform a creative consulting job, it's important that you establish a clear working relationship with the firm that hired you. And, should you ever come under IRS scrutiny, it's essential that you have a record outlining your status as an independent contractor and not an employee of your client. Plus, since you're providing your client with copyrightable works, it's important to decide who owns them before the work begins. This simple agreement, written specifically for creative consultants, will do just that. The agreement covers:
- the services you'll provide
- deadlines you've agreed to meet
- when you'll be paid, including late fees if you're not paid on time
- who owns the copyright to the work you create
- how either side can change or end the agreement
Simply fill out the required information on the form, enter your taxpayer ID number, print, and sign. It's that easy!
This form is appropriate for independent contractors who have been hired to do a job. If you're hiring an independent contractor, use this form instead:
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