1 Independent contractor agreement
by
Shel
Perkins
Independent
Contractor
Agreement
Use an agreement like this when you
are subcontracting with design firms
and ad agencies. (It is reprinted
from the book Talent Is Not Enough:
Business Secrets For Designers,
by Shel Perkins). With respect to
intellectual property rights, it’s
important to note that this form
favors the design firm because
they control the project as well as
the client account. You should not
use this form when you are selling
services directly to a business client.
For that, you should prepare a fixed-
fee proposal and use the legal terms
and conditions that are contained
in the AIGA Standard Form of
Agreement for Design Services.
2 Independent contractor agreement
Designer Independent Contractor Agreement
This services agreement (“”) is made and entered into as of
XX/XX/XX by and between (“ ”) and
contractor name (“”).
desires to retain as an independent contractor
to perform consulting services for , and is
willing to perform such services, on terms set forth more fully below. In
consideration of the mutual promises contained herein, the parties agree as
follows:
1. Services.
A. agrees to perform for those services
described in Exhibit A incorporated herein by reference (the “Services”).
The parties may delete, add or substitute Services, extend the Term, or alter
the terms of compensation by amending Exhibit A, provided that such
amendment shall be signed by an authorized representative of both parties
and shall indicate whether it is to replace or alter the then existing Exhibit A.
B. is authorized to perform the Services under this Agreement
only upon the request or at the direction of, and shall report solely to, a
Principal of and/or his or her designee.
2. Compensation.
A. agrees to pay the compensation set forth in
Exhibit A for the performance of the Services (“Fixed Compensation”). Such
Fixed Compensation shall be payable on the schedule set forth in Exhibit A
B. shall reimburse for reasonable
pre-approved travel, living, and other expenses incurred by
in connection with the performance of Services hereunder. All equipment
and tangible materials purchased by and reimbursed by
under this provision shall be the property of
, and, upon request by , shall assign
ownership in, and deliver, any such equipment to .
3. Intellectual property ownership.
A. To the extent that the work performed by the under this
Agreement (“' ”) includes any work of authorship
entitled to protection under copyright laws, the parties agree to the
following provisions.
. ' has been specially ordered and
commissioned by as a contribution to a collective
work, a supplementary work, or other category of work eligible to be
treated as a work made for hire under the U.S. Copyright Act.
3 Independent contractor agreement
. ' shall be deemed a commissioned work and a
work made for hire to the greatest extent permitted by law.
. shall be the sole author of '
and any work embodying the ' according to
the U.S. Copyright Act.
B. To the extent that ' is not properly characterized as
a work made for hire, grants to all right, title,
and interest in ' , including all copyright rights, in
perpetuity and throughout the world.
C. shall help prepare any papers considers
necessary to secure any copyrights, patents, trademarks, or intellectual
property rights at no charge to . However,
shall reimburse for reasonable out-of-pocket expenses
incurred.
D. agrees to require any employees or contract personnel
uses to perform services under this Agreement to assign
in writing to all copyright and other intellectual property
rights they may have in their work product. shall provide
with a signed copy of each such assignment.
E. hereby waives any and all moral rights, including the right
to identification of authorship or limitation on subsequent modification
that has or may have in any materials or other deliverables
assigned to hereunder.
F. All of the provisions of this Section shall be effective only upon full
full payment of all Fixed Compensation due pursuant to Section and
Exhibit A.
4. Intellectual property ownership.
A. represents and warrants that the Work Product and all
materials and Services provided by hereunder will be
original with or its employees or contract personnel, or
shall be in the public domain, and that the use thereof by or
its customers, representatives, distributors, or dealers will not knowingly
infringe any patent, copyright, trade secret or other intellectual property
right of any third party. agrees to indemnify and hold
harmless against any liability, loss, cost, damage, claims,
demands, or expenses (including reasonable outside attorney’s fees) of
or its customers, representatives, distributors, or dealers
arising out of any breach of this paragraph.
B. represents and warrants that all materials provided to
hereunder will be original with or its
employees or contract personnel, or is properly licensed for use as described
in Exhibit A, or shall be in the public domain, and that the use thereof by
will not knowingly infringe any patent, copyright, trade
secret or other intellectual property right of any third party.
4 Independent contractor agreement
agrees to indemnify and hold harmless against any liability,
loss, cost, damage, claims, demands, or expenses (including reasonable
outside attorney’s fees) of arising out of any breach of this
paragraph.
5. Confidentiality.
A. “Confidential Information” means the Work Product and any
proprietary information, technical data, trade secrets or know-how,
including, but not limited to, research, product plans, products, services,
customers, customer lists, markets, software, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, marketing, finances, or other business
information disclosed by either directly or indirectly
in writing, orally or by drawings or inspection of parts or equipment.
B. and its employees and consultants shall hold all
Confidential Information in the strictest confidence and shall not, during
or subsequent to the term of this Agreement, use ’
Confidential Information for any purpose whatsoever other than the
performance of the Services on behalf of . Confidential
Information does not include information that (i) is known to
at the time of disclosure to by
as evidenced by written records of , (ii) has become
publicly known and made generally available through no wrongful act of
, or (iii) has been rightfully received by
from a third party who is authorized to make such disclosure. Without
’ prior written approval, shall not directly
or indirectly disclose to anyone the terms and conditions of this Agreement.
may disclose that it is “working with” ’, but
shall not otherwise characterize the nature or scope of the Services.
C. agrees that it will not, during the term of this Agreement,
improperly use or disclose any trade secrets of any former or current
employer or other person or entity with which has
an agreement or duty to keep in confidence information acquired by
in confidence, if any, and that shall not
bring onto the premises of any unpublished document
or proprietary information belonging to such employer, person, or entity
unless consented to in writing by such employer, person, or entity.
D. recognizes that has received and in
the future will receive from third parties their confidential or proprietary
information subject to a duty on ’ part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. agrees that owes
and such third parties, during the term of this Agreement and thereafter, a
duty to hold all such confidential or proprietary information in the strictest
confidence and not to disclose it to any person, firm, or corporation or to
5 Independent contractor agreement
use it except as necessary in carrying out the Services for
consistent with ’ agreement with such third party.
E. Upon the termination of this Agreement, or upon ’ earlier
request, shall deliver to all of
’ property and Confidential Information in tangible form that
may have in ’ possession or control.
F. Notice of immunity from liability: An individual shall not be held criminally
or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret that is made (i) in confidence to a federal, state, or local
government official, either directly or indirectly, or to an attorney; and (ii)
solely for the purpose of reporting or investigating a suspected violation
of law; or is made in a complaint or other document filed in a lawsuit or
other proceeding, if such filing is made under seal. An individual who files
a lawsuit for retaliation by an employer for reporting a suspected violation
of law may disclose the trade secret to the attorney of the individual and
use the trade secret information in the court proceeding, if the individual (i)
files any document containing the trade secret under seal; and (ii) does not
disclose the trade secret, except pursuant to court order.
6. Conflicting obligations.
certifies that has no outstanding agreement
or obligation that is in conflict with any of the provisions of this Agreement, or
that would preclude from complying with the provisions hereof,
and further certifies that will not enter into any such conflicting
agreement during the term of this Agreement.
7. Term and termination.
A. This Agreement shall be effective as of the date first
performed the Services. This Agreement shall continue until the date
specified in Exhibit A or termination as provided below (“Term”).
B. Either party may terminate this Agreement without cause upon ten () days
prior written notice to the other party.
C. If terminates (except for ’ uncured material
breach of this Agreement) will pay for all
services or expenses actually incurred up to the date of termination.
D. Sections and shall survive termination of this Agreement.
8. Assignment.
acknowledges that the consulting services to be performed
hereunder are of a special and unique nature. Neither this Agreement nor
any right hereunder or interest herein may be assigned or delegated by
without the express written consent of .
Any such attempted assignment shall be void
6 Independent contractor agreement
9. Independent contractor.
shall perform the Services hereunder as an independent
consultant. Nothing in this Agreement shall in any way be construed to
constitute as an agent, employee, or representative of
. Since is not an employee of , it is
understood that neither nor any of its employees is entitled to
any employee benefits during the Term. shall pay all necessary
local, state, or federal taxes, including but not limited to withholding taxes,
workers’ compensation, FICA, and unemployment taxes for and
its employees. acknowledges and agrees that
is obligated to report as income all compensation received by
pursuant to this Agreement, and agrees to indemnify
and hold it harmless to the extent of any obligation imposed on
(i) to pay withholding taxes or similar items or (ii) resulting from
’ being determined not to be an independent contractor.
In the performance of all Services hereunder, shall comply
with all applicable laws and regulations.
10. Equitable relief.
agrees that it would be impossible or inadequate to measure
and calculate ’ damages from any breach of the covenants set
forth in Sections , , or herein. Accordingly, agrees that in the
event of such breach, will have, in addition to any other right
or remedy available, the right to seek to obtain from any court of competent
jurisdiction an injunction restraining such breach or threatened breach and
specific performance of any such provision.
11. Miscellaneous.
This is the entire agreement between the parties relating to the subject matter
hereof and no waiver or modification of the Agreement shall be valid unless in
writing signed by each party. The waiver of a breach of any term hereof shall
in no way be construed as a waiver of any other term or breach hereof. If any
provision of this Agreement shall be held by a court of competent jurisdiction
to be contrary to law, the remaining provisions of this Agreement shall remain
in full force and effect. Neither party shall have any liability for its failure
to perform its obligations hereunder when due to circumstances beyond its
reasonable control. This Agreement shall inure to the benefit of and be binding
upon each party’s successors and assigns. This Agreement is governed by
the laws of the State of without reference to conflict of laws
principles. All disputes arising out of this Agreement shall be subject to the
exclusive jurisdiction of the state and federal courts located in
, , and the parties agree and submit to the personal and
exclusive jurisdiction and venue of these courts.
7 Independent contractor agreement
In witness whereof, the parties hereto have executed this Agreement as of the
day and year first written above.
For Design Firm
Authorized signature
Print name and title
Date
Address
For Contractor
Authorized signature
Print name and title
Social Security or Federal Tax ID Number
Date
Address
Exhibit A
Services to be performed by Contractor.
Contractor shall perform and Design Firm shall pay for the following services:
8 Independent contractor agreement
Te r m
The Term shall commence on the date hereof and terminate on xx/xx/xx
Fixed compensation
shall pay the as follows (select one)
Project rate of x
Day rate of x/day
Hourly rate of x/hour
Other: x
Invoice schedule
shall invoice as follows (select one):
At the end of each week
At the end of each month
Upon completion of the project
Payment schedule
Payment shall be made within thirty () days of ’ receipt of
’ invoice.
Agreed
I have read and understand the above terms.
For Design Firm
Authorized signature
Print name and title
Date
Address
For Contractor
Authorized signature
Print name and title
Social Security or Federal Tax ID Number
Date
Address
