Independent Contractor Agreement

Branch of Designer Sample Contract, originally by Speider Schneider.
Designer sample contract

Independent Contractor Agreement


Your Name
Your Address


Client's Name
Client's Address


Detailed description of fees

1. Payment

All invoices are payable within 30 business days of receipt. A $50 service charge is payable on all overdue balances for reissuing each invoice at 45, 60, 75 and 90 days from the date of original invoice. The grant of any license or right of copyright is conditioned on receipt of full payment.

2. Default in payment

The Client shall assume responsibility for cost outlays by the Contractor in all collections of unpaid fees and of legal fees necessitated by default in payment. Invoices in default will include but are not limited to fees for collection and legal costs.

3. Estimates

The fees and expenses shown are minimum estimates only unless an hourly fee has been agreed upon. That fee will be Hourly Fee per hour and the Contractor shall keep the client apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. The fees and expenses shown are minimum estimates only unless the quote and/or invoice is clearly marked Firm Quote, otherwise the below stated hourly fee will be payable on all time over that which was quoted with a minimum in 15 minute increments.

4. Changes

The Client must assume that all additions, alterations, changes in content, layout or process changes requested by the customer, will alter the time and cost. The Client shall offer the Contractor the first opportunity to make any changes.

5. Expenses

The Client shall reimburse the Contractor for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance the Contractor for payment of said expenses, including but not limited to Stock Photography, Artwork, Music, and material needed for the project.

6. Cancellation

In the event of cancellation of this assignment, a cancellation fee for work completed, and expenses already incurred, shall be paid by the Client. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis and the project is canceled by the client, the client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation.

7. Ownership of Property

When all outstanding invoices have been paid in full, the Contractor acknowledges and agrees that all documents produced by the Contractor, including but not limited to memoranda, research notes, correspondence, emails, pleadings, and reports in the course of his work for the Client, shall be the property of the Client, and Contractor shall retain no ownership, interest, or rights therein. The Client agrees that the Contractor may display the completed work in his personal portfolio, web site, and marketing reels.

8. Credit Lines

The Contractor and any other creators shall receive a credit line with any editorial usage.

9. Releases

The Client shall indemnify the Contractor against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.

10. Modifications

Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.

11. Uniform commercial code

The above terms incorporate Article 2 of the Uniform Commercial Code.

12. Code of fair practice

The Client and the Contractor agree to comply with the provisions of the Code of Fair Practice (which is in the Ethical Standards section of chapter 1, Professional Relationships).

13. Code of fair practice

The Contractor warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Contractor has full authority to make this agreement; and that the work prepared by the Contractor does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Contractor’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Contractor harmless for all liability caused by the Client’s use of the Contractor’s product to the extent such use infringes on the rights of others.

14. Limitation of liability

Client agrees that it shall not hold the Contractor or his/her agents or employees liable for any incidental or consequential damages that arise from the Contractor’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of the Contractor or Client, any client representatives or employees, or a third party.

15. Dispute Resolution

Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The client shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Contractor. All actions, whether brought by client or by contractor will be filed in the Contractor's state/county of business/residence. This contract is held accountable to the legal system of State Name and any applicable statutes held therein.

16. Acceptance of terms

The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The Contractor as sender and the Client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding.

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