Publishers of technology books, eBooks, and videos for creative people

Home > Articles > Design

A Sample Independent Contractor Agreement for Designers

In this excerpt from Talent is Not Enough: Business Secrets for Designers, 3rd Edition, Shel Perkins offers a sample independent contractor agreement that you can use when subcontracting with design firms and ad agencies.
This chapter is from the book

Use an agreement like this when subcontracting with design firms and ad agencies. However, it should not be used when selling services directly to a business client. Instead, you should prepare a fixed-fee proposal that includes appropriate terms and conditions, as discussed in Chapter 11 and Chapter 19.

This services agreement (“Agreement”) is made and entered

into as of ................................................. by and

between ........................................................ (“Design Firm”)

and ............................................................... (“Contractor”).

Design Firm desires to retain Contractor as an independent contractor to perform consulting services for Design Firm, and Contractor 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.

    1. Contractor agrees to perform for Design Firm 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.
    2. Contractor 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 Design Firm and/or his or her designee.
  2. Compensation.

    1. Design Firm agrees to pay Contractor 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.
    2. Design Firm shall reimburse Contractor for reasonable pre-approved travel, living, and other expenses incurred by Contractor in connection with the performance of Services hereunder. All equipment and tangible materials purchased by Contractor and reimbursed by Design Firm under this provision shall be the property of Design Firm, and, upon request by Design Firm, Contractor shall assign ownership in, and deliver, any such equipment to Design Firm.
  3. Intellectual property ownership.

    1. To the extent that the work performed by the Contractor under this Agreement (“Contractor’s Work”) includes any work of authorship entitled to protection under copyright laws, the parties agree to the following provisions.

      1. Contractor’s Work has been specially ordered and commissioned by Design Firm 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.
      2. Contractor’s Work shall be deemed a commissioned work and a work made for hire to the greatest extent permitted by law.
      3. Design Firm shall be the sole author of Contractor’s Work and any work embodying the Contractor’s Work according to the U.S. Copyright Act.
    2. To the extent that Contractor’s Work is not properly characterized as a work made for hire, Contractor grants to Design Firm all right, title, and interest in Contractor’s Work, including all copyright rights, in perpetuity and throughout the world.
    3. Contractor shall help prepare any papers Design Firm considers necessary to secure any copyrights, patents, trademarks, or intellectual property rights at no charge to Design Firm. However, Design Firm shall reimburse Contractor for reasonable out-of-pocket expenses incurred.
    4. Contractor agrees to require any employees or contract personnel Contractor uses to perform services under this Agreement to assign in writing to Contractor all copyright and other intellectual property rights they may have in their work product. Contractor shall provide Design Firm with a signed copy of each such assignment.
    5. Contractor hereby waives any and all moral rights, including the right to identification of authorship or limitation on subsequent modification that Contractor has or may have in any materials or other deliverables assigned to Design Firm hereunder.
    6. All of the provisions of this Section 3 shall be effective only upon full payment of all Fixed Compensation due pursuant to Section 2 and Exhibit A.
  4. Originality and Noninfringement.

    1. Contractor represents and warrants that the Work Product and all materials and Services provided by Contractor hereunder will be original with Contractor or its employees or contract personnel, or shall be in the public domain, and that the use thereof by Design Firm 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. Contractor agrees to indemnify and hold Design Firm harmless against any liability, loss, cost, damage, claims, demands, or expenses (including reasonable outside attorney’s fees) of Design Firm or its customers, representatives, distributors, or dealers arising out of any breach of this paragraph.
    2. Design Firm represents and warrants that all materials provided to Contractor hereunder will be original with Design Firm 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 Contractor will not knowingly infringe any patent, copyright, trade secret or other intellectual property right of any third party. Design Firm agrees to indemnify and hold Contractor harmless against any liability, loss, cost, damage, claims, demands, or expenses (including reasonable outside attorney’s fees) of Contractor arising out of any breach of this paragraph.
  5. Confidentiality.

    1. “Confidential Information” means the Work Product and any Design Firm 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 Design Firm either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.
    2. Contractor 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 Design Firm’s Confidential Information for any purpose whatsoever other than the performance of the Services on behalf of Design Firm. Confidential Information does not include information that (i) is known to Contractor at the time of disclosure to Contractor by Design Firm as evidenced by written records of Contractor, (ii) has become publicly known and made generally available through no wrongful act of Contractor, or (iii) has been rightfully received by Contractor from a third party who is authorized to make such disclosure. Without Design Firm’s prior written approval, Contractor shall not directly or indirectly disclose to anyone the terms and conditions of this Agreement. Contractor may disclose that it is “working with” Design Firm, but shall not otherwise characterize the nature or scope of the Services.
    3. Contractor 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 Contractor has an agreement or duty to keep in confidence information acquired by Contractor in confidence, if any, and that Contractor shall not bring onto the premises of Design Firm any unpublished document or proprietary information belonging to such employer, person, or entity unless consented to in writing by such employer, person, or entity.
    4. Contractor recognizes that Design Firm has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on Design Firm’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that Contractor owes Design Firm 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 use it except as necessary in carrying out the Services for Design Firm consistent with Design Firm’s agreement with such third party.
    5. Upon the termination of this Agreement, or upon Design Firm’s earlier request, Contractor shall deliver to Design Firm all of Design Firm’s property and Confidential Information in tangible form that Contractor may have in Contractor’s possession or control.
  6. Conflicting obligations.

    Contractor certifies that Contractor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Contractor from complying with the provisions hereof, and further certifies that Contractor will not enter into any such conflicting agreement during the term of this Agreement.

  7. Term and termination.

    1. This Agreement shall be effective as of the date Contractor first performed the Services. This Agreement shall continue until the date specified in Exhibit A or termination as provided below (“Term”).
    2. Either party may terminate this Agreement without cause upon ten (10) days prior written notice to the other party.
    3. If Design Firm terminates (except for Contractor’s uncured material breach of this Agreement) Design Firm will pay Contractor for all services or expenses actually incurred up to the date of termination.
    4. Sections 3 and 4 shall survive termination of this Agreement.
  8. Assignment.

    Contractor 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 Contractor without the express written consent of Design Firm. Any such attempted assignment shall be void.

  9. Independent contractor.

    Contractor shall perform the Services hereunder as an independent consultant. Nothing in this Agreement shall in any way be construed to constitute Contractor as an agent, employee, or representative of Design Firm. Since Contractor is not an employee of Design Firm, it is understood that neither Contractor nor any of its employees is entitled to any employee benefits during the Term. Contractor shall pay all necessary local, state, or federal taxes, including but not limited to withholding taxes, workers’ compensation, FICA, and unemployment taxes for Contractor and its employees. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement, and Contractor agrees to indemnify Design Firm and hold it harmless to the extent of any obligation imposed on Design Firm (i) to pay withholding taxes or similar items or (ii) resulting from Contractor’s being determined not to be an independent contractor. In the performance of all Services hereunder, Contractor shall comply with all applicable laws and regulations.

  10. Equitable relief.

    Contractor agrees that it would be impossible or inadequate to measure and calculate Design Firm’s damages from any breach of the covenants set forth in Sections 3, 5, or 6 herein. Accordingly, Contractor agrees that in the event of such breach, Design Firm 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 .......................... County, ..............................................., and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.

    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: .............

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

................................................................................................................................

Term

The Term shall commence on the date hereof and terminate on: ..........................................................................

Fixed Compensation

Design Firm shall pay the Contractor as follows (select one):

o

Project rate of

$..................

o

Day rate of

$..................

/ day

o

Hourly rate of

$..................

/ hour

o

Other .............

$..................

Invoice schedule

Contractor shall invoice Design Firm as follows (select one):

o

At the end of each week

o

At the end of each month

o

Upon completion of the project

Payment schedule

Payment shall be made within thirty (30) days of Design Firm’s receipt of Contractor’s invoice.

Accepted

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 ...................................................................................

Peachpit Promotional Mailings & Special Offers

I would like to receive exclusive offers and hear about products from Peachpit and its family of brands. I can unsubscribe at any time.

Overview


Pearson Education, Inc., 221 River Street, Hoboken, New Jersey 07030, (Pearson) presents this site to provide information about Peachpit products and services that can be purchased through this site.

This privacy notice provides an overview of our commitment to privacy and describes how we collect, protect, use and share personal information collected through this site. Please note that other Pearson websites and online products and services have their own separate privacy policies.

Collection and Use of Information


To conduct business and deliver products and services, Pearson collects and uses personal information in several ways in connection with this site, including:

Questions and Inquiries

For inquiries and questions, we collect the inquiry or question, together with name, contact details (email address, phone number and mailing address) and any other additional information voluntarily submitted to us through a Contact Us form or an email. We use this information to address the inquiry and respond to the question.

Online Store

For orders and purchases placed through our online store on this site, we collect order details, name, institution name and address (if applicable), email address, phone number, shipping and billing addresses, credit/debit card information, shipping options and any instructions. We use this information to complete transactions, fulfill orders, communicate with individuals placing orders or visiting the online store, and for related purposes.

Surveys

Pearson may offer opportunities to provide feedback or participate in surveys, including surveys evaluating Pearson products, services or sites. Participation is voluntary. Pearson collects information requested in the survey questions and uses the information to evaluate, support, maintain and improve products, services or sites; develop new products and services; conduct educational research; and for other purposes specified in the survey.

Contests and Drawings

Occasionally, we may sponsor a contest or drawing. Participation is optional. Pearson collects name, contact information and other information specified on the entry form for the contest or drawing to conduct the contest or drawing. Pearson may collect additional personal information from the winners of a contest or drawing in order to award the prize and for tax reporting purposes, as required by law.

Newsletters

If you have elected to receive email newsletters or promotional mailings and special offers but want to unsubscribe, simply email ask@peachpit.com.

Service Announcements

On rare occasions it is necessary to send out a strictly service related announcement. For instance, if our service is temporarily suspended for maintenance we might send users an email. Generally, users may not opt-out of these communications, though they can deactivate their account information. However, these communications are not promotional in nature.

Customer Service

We communicate with users on a regular basis to provide requested services and in regard to issues relating to their account we reply via email or phone in accordance with the users' wishes when a user submits their information through our Contact Us form.

Other Collection and Use of Information


Application and System Logs

Pearson automatically collects log data to help ensure the delivery, availability and security of this site. Log data may include technical information about how a user or visitor connected to this site, such as browser type, type of computer/device, operating system, internet service provider and IP address. We use this information for support purposes and to monitor the health of the site, identify problems, improve service, detect unauthorized access and fraudulent activity, prevent and respond to security incidents and appropriately scale computing resources.

Web Analytics

Pearson may use third party web trend analytical services, including Google Analytics, to collect visitor information, such as IP addresses, browser types, referring pages, pages visited and time spent on a particular site. While these analytical services collect and report information on an anonymous basis, they may use cookies to gather web trend information. The information gathered may enable Pearson (but not the third party web trend services) to link information with application and system log data. Pearson uses this information for system administration and to identify problems, improve service, detect unauthorized access and fraudulent activity, prevent and respond to security incidents, appropriately scale computing resources and otherwise support and deliver this site and its services.

Cookies and Related Technologies

This site uses cookies and similar technologies to personalize content, measure traffic patterns, control security, track use and access of information on this site, and provide interest-based messages and advertising. Users can manage and block the use of cookies through their browser. Disabling or blocking certain cookies may limit the functionality of this site.

Do Not Track

This site currently does not respond to Do Not Track signals.

Security


Pearson uses appropriate physical, administrative and technical security measures to protect personal information from unauthorized access, use and disclosure.

Children


This site is not directed to children under the age of 13.

Marketing


Pearson may send or direct marketing communications to users, provided that

  • Pearson will not use personal information collected or processed as a K-12 school service provider for the purpose of directed or targeted advertising.
  • Such marketing is consistent with applicable law and Pearson's legal obligations.
  • Pearson will not knowingly direct or send marketing communications to an individual who has expressed a preference not to receive marketing.
  • Where required by applicable law, express or implied consent to marketing exists and has not been withdrawn.

Pearson may provide personal information to a third party service provider on a restricted basis to provide marketing solely on behalf of Pearson or an affiliate or customer for whom Pearson is a service provider. Marketing preferences may be changed at any time.

Correcting/Updating Personal Information


If a user's personally identifiable information changes (such as your postal address or email address), we provide a way to correct or update that user's personal data provided to us. This can be done on the Account page. If a user no longer desires our service and desires to delete his or her account, please contact us at customer-service@informit.com and we will process the deletion of a user's account.

Choice/Opt-out


Users can always make an informed choice as to whether they should proceed with certain services offered by Adobe Press. If you choose to remove yourself from our mailing list(s) simply visit the following page and uncheck any communication you no longer want to receive: www.peachpit.com/u.aspx.

Sale of Personal Information


Pearson does not rent or sell personal information in exchange for any payment of money.

While Pearson does not sell personal information, as defined in Nevada law, Nevada residents may email a request for no sale of their personal information to NevadaDesignatedRequest@pearson.com.

Supplemental Privacy Statement for California Residents


California residents should read our Supplemental privacy statement for California residents in conjunction with this Privacy Notice. The Supplemental privacy statement for California residents explains Pearson's commitment to comply with California law and applies to personal information of California residents collected in connection with this site and the Services.

Sharing and Disclosure


Pearson may disclose personal information, as follows:

  • As required by law.
  • With the consent of the individual (or their parent, if the individual is a minor)
  • In response to a subpoena, court order or legal process, to the extent permitted or required by law
  • To protect the security and safety of individuals, data, assets and systems, consistent with applicable law
  • In connection the sale, joint venture or other transfer of some or all of its company or assets, subject to the provisions of this Privacy Notice
  • To investigate or address actual or suspected fraud or other illegal activities
  • To exercise its legal rights, including enforcement of the Terms of Use for this site or another contract
  • To affiliated Pearson companies and other companies and organizations who perform work for Pearson and are obligated to protect the privacy of personal information consistent with this Privacy Notice
  • To a school, organization, company or government agency, where Pearson collects or processes the personal information in a school setting or on behalf of such organization, company or government agency.

Links


This web site contains links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of each and every web site that collects Personal Information. This privacy statement applies solely to information collected by this web site.

Requests and Contact


Please contact us about this Privacy Notice or if you have any requests or questions relating to the privacy of your personal information.

Changes to this Privacy Notice


We may revise this Privacy Notice through an updated posting. We will identify the effective date of the revision in the posting. Often, updates are made to provide greater clarity or to comply with changes in regulatory requirements. If the updates involve material changes to the collection, protection, use or disclosure of Personal Information, Pearson will provide notice of the change through a conspicuous notice on this site or other appropriate way. Continued use of the site after the effective date of a posted revision evidences acceptance. Please contact us if you have questions or concerns about the Privacy Notice or any objection to any revisions.

Last Update: November 17, 2020