Agreement No. {{ agreement_no }}
Engagement {{ engagement_label }}
Prepared {{ prepared_date }}
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Independent
Contractor Agreement

Effective {{ effective_date }}
6 Sheets
The Client
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Referred to in this Agreement as the "Client."
The Contractor
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Referred to in this Agreement as the "Contractor," an independent contractor.
Background

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Whereas {{ recital_2 }}

Now, therefore, in consideration of the mutual promises below, the Client and the Contractor (each a "Party," together the "Parties") agree as follows.

Total Fee
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Fixed project price · USD
Schedule
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Start Date
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Delivery
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Independent Contractor Agreement · {{ agreement_no }} ✦ {{ foot_parties }} Initials /
Articles 1 – 2 · Relationship & Scope
Sheet 2 of 6
01Status

Independent Contractor Relationship

1.1
The Contractor is engaged as an independent contractor and not as an employee, partner, agent, or joint venturer of the Client. Nothing in this Agreement creates an employment relationship of any kind.
1.2
The Contractor controls the manner and means by which the work is performed, including the schedule, methods, and sequence of work, provided the agreed deliverables and deadlines in Article 3 are met.
1.3
The Contractor supplies their own tools, software, hardware, and workspace at their own expense, and bears all costs of operating an independent design practice.
1.4
The Contractor is free to perform services for other clients during the term, provided doing so does not breach the confidentiality or conflict obligations of this Agreement.
Taxes, Benefits & Withholding — No Employment

The Client will not withhold income tax, Social Security, Medicare, or any other payroll tax from amounts paid to the Contractor, and will not provide any employee benefits — no health insurance, paid leave, retirement contribution, workers' compensation, or unemployment coverage.

The Contractor is solely responsible for all federal, state, and self-employment taxes on the fees paid here. The Client will report total compensation on IRS Form 1099-NEC, and the Contractor will furnish a completed Form W-9 before the first payment.

02Scope

Scope of Work & Deliverables

2.1
The Contractor will design and deliver a complete brand identity and a six-page marketing website for the Client's new brand (the "Project"), comprising the deliverables listed below.
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2.2
Work outside this scope is a change request and is governed by Article 4. The Contractor is not obligated to perform out-of-scope work without a signed change order.
Independent Contractor Agreement · {{ agreement_no }} ✦ Relationship & Scope Initials /
Article 3 · Fee & Payment
Sheet 3 of 6
03Money

Fee, Milestones & Invoicing

3.1
In full consideration for the work, the Client will pay the Contractor a fixed fee of {{ total_fee }}, payable in three milestone installments as set out in the schedule below. This fee is exclusive of any third-party costs (stock assets, fonts, hosting) which, if incurred, are pre-approved in writing and billed at cost.
3.2
The Contractor will invoice each milestone as it is reached. Each invoice is due within 14 days of receipt. Undisputed amounts unpaid after 14 days accrue interest at 1.5% per month, and the Contractor may pause work until the overdue invoice is paid.
Milestone Payment ScheduleTrigger → Amount Due
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Total Contract Value
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How the math works — a worked example

The three installments are {{ math_pct_line }} of the {{ total_fee }} fixed fee: {{ math_amount_line }}. No installment is owed before its trigger is met, and the final 30% is the gate that releases the intellectual-property assignment under Article 6.

3.3
All amounts are in U.S. dollars. Payment is made by ACH transfer or check to the account the Contractor designates on each invoice. Bank or transfer fees, if any, are the paying Party's own cost.
3.4
The fixed fee assumes two rounds of revisions per deliverable. Additional revision rounds are billed at the Contractor's standard rate of {{ hourly_rate }} under a change order.
Independent Contractor Agreement · {{ agreement_no }} ✦ Fee & Payment Initials /
Articles 4 – 5 · Timeline, Changes & Exit
Sheet 4 of 6
04Schedule

Timeline & Changes

4.1
Work begins on {{ start_date }} and targets final delivery by {{ delivery_date }}. The Parties will agree intermediate review dates at kickoff. Deadlines that depend on Client feedback shift day-for-day with any delay in that feedback.
4.2
The Client will provide content, brand input, approvals, and access promptly and in usable form. The Contractor is not responsible for delays caused by the Client's late or incomplete materials.
4.3
A change request is any new requirement outside Article 2. The Contractor will quote its fee and schedule impact in writing; work on the change begins only after the Client approves that quote in a signed change order.
Communication & Approvals

The Parties agree that written approval by email is binding for milestone sign-off and change orders. Each Party names a single point of contact at kickoff with authority to approve work, so a decision is never blocked waiting on the wrong person.

05Exit

Termination

5.1
Either Party may terminate this Agreement on 14 days' written notice. Either Party may terminate immediately if the other materially breaches and fails to cure that breach within 10 days of written notice.
5.2
On termination, the Client pays for all work performed up to the termination date, prorated against the milestone in progress plus any earlier milestones already triggered. The deposit is non-refundable once work has begun.
5.3
On termination for any reason, the Contractor will deliver all work-in-progress files for paid work, and each Party returns or destroys the other's Confidential Information on request.
5.4
Articles 6 (Intellectual Property), 7 (Confidentiality), and 8 (Warranties & Liability) survive termination of this Agreement.
Independent Contractor Agreement · {{ agreement_no }} ✦ Timeline & Exit Initials /
Articles 6 – 8 · IP, Confidentiality & Liability
Sheet 5 of 6
06Rights

Intellectual Property & Ownership

6.1
On the Client's final payment in full under Article 3, the Contractor assigns to the Client all worldwide right, title, and interest in the final delivered logo system, brand guidelines, and website design created for the Project.
6.2
Until that final payment, all rights remain with the Contractor. The Client may not use, publish, or modify any deliverable before the assignment takes effect.
6.3
The Contractor keeps ownership of pre-existing tools, templates, and know-how and grants the Client a non-exclusive license to use them only as embedded in the deliverables. The Contractor may show the work in their portfolio after launch.
07Secrecy

Confidentiality

7.1
Each Party will keep the other's non-public business, product, and design information confidential, use it only for the Project, and protect it with reasonable care.
7.2
This duty does not cover information that is public, already known, or independently developed, and survives for two years after the Project ends.
08Risk

Warranties & Liability

8.1
The Contractor warrants the work is original and does not knowingly infringe any third party's rights, and will perform in a professional, workmanlike manner consistent with industry standards.
8.2
Except for the IP warranty above, the work is provided "as is." Each Party's total liability under this Agreement is capped at the total fees paid, and neither Party is liable for indirect or consequential damages.
Independent Contractor Agreement · {{ agreement_no }} ✦ IP & Liability Initials /
Article 9 · General & Execution
Sheet 6 of 6
Deal RecapRead before you sign
Client
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Contractor
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Total Fee
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Milestones
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Start → Delivery
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IP Assignment
On final payment in full
09General

General Provisions

9.1
Notices. Notices must be in writing and sent by email with confirmation, or by courier, to the addresses on the title sheet. Notice is effective on receipt.
9.2
Assignment. Neither Party may assign this Agreement without the other's written consent, except the Client may assign to a successor of its business.
9.3
Severability. If any provision is held unenforceable, the rest of this Agreement stays in full effect and the provision is read as narrowly as needed to be valid.
9.4
Governing Law. This Agreement is governed by the laws of the State of {{ governing_state }}, without regard to its conflict-of-laws rules.
9.5
Entire Agreement. This document, with any signed change orders, is the entire agreement between the Parties and supersedes all prior discussions. It may be amended only in a writing signed by both Parties, and may be signed in counterparts and by electronic signature.
By signing below, the Parties agree to be bound by this Independent Contractor Agreement as of the Effective Date, {{ effective_date }}. Each signer confirms they have authority to sign.
The Client
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Signature✦
Printed Name & Title
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Date
The Contractor
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Independent contractor
Signature✦
Printed Name
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Date
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{{ client_name }} · Agreement {{ agreement_no }}. Independent Contractor Agreement, executed in counterparts. Form W-9 on file · compensation reported on Form 1099-NEC.
Independent Contractor Agreement · {{ agreement_no }} ✦ Execution FULLY EXECUTED COPY