Independent Contractor Agreement

Between Acme Inc. (Client) and Jane Doe (Contractor)

Dated: 12 June 2026

1. Parties

This Independent Contractor Agreement (the "Agreement") is entered into on 12 June 2026 between:

Jane Doe, of 123 Designer Way, Brooklyn, NY 11201 (the "Contractor"); and

Acme Inc., of 456 Corporate Blvd, San Francisco, CA 94105 (the "Client").

2. Services

The Contractor agrees to provide the following services (the "Services"):

Design and deliver a five-page marketing website, including responsive layouts, two rounds of revisions, and final HTML/CSS assets.

3. Deliverables

The Contractor will deliver:

Wireframes, high-fidelity designs in Figma, exported HTML/CSS, source files.

4. Timeline

Start date: to be agreed upon signing.

Target completion: to be agreed upon signing.

Delays caused by the Client (slow feedback, missing assets, scope changes) extend the Contractor's deadlines by an equivalent amount.

5. Fees and payment

Total fee: USD 5,000.

Payment schedule: Milestone payments.

Payment details: 50% on signing, 50% on final delivery.

Invoices are payable within 14 days of issue unless otherwise agreed. The Contractor will provide invoices with bank or other agreed payment details.

Late payments accrue interest at 1.5% per month on the outstanding balance, or the maximum permitted by law if lower.

6. Expenses

Out-of-pocket expenses (travel, paid software subscriptions, stock assets, third-party services) are reimbursable only if approved in writing by the Client in advance, against receipts.

7. Revisions and scope changes

The fee includes the rounds of revision specified in the scope. Additional revisions, or changes that materially expand the scope, will be quoted separately and require the Client's written approval before work begins.

8. Intellectual property

Upon full payment of all fees due under this Agreement, the Contractor assigns to the Client all right, title, and interest in the deliverables (excluding any Contractor pre-existing tools, libraries, or know-how, which are licensed to the Client on a non-exclusive, royalty-free basis for use with the deliverables).

Until full payment, the Contractor retains all rights in the deliverables.

The Contractor may include the final deliverables in their portfolio and use them for self-promotion, with the right to credit the Client.

9. Confidentiality

The Contractor will keep confidential any non-public information the Client shares for the purpose of performing the Services and will not disclose it to any third party without the Client's consent. This obligation survives termination of this Agreement for three years.

10. Independent contractor status

The Contractor is an independent contractor, not an employee, partner, or agent of the Client. The Contractor is responsible for their own taxes, insurance, and benefits.

Nothing in this Agreement creates an employer-employee, partnership, or joint-venture relationship.

11. Termination and kill fee

Either party may terminate this Agreement with 14 days' written notice. The Client may terminate immediately for material breach by the Contractor.

If the Client terminates the Agreement other than for material breach by the Contractor, the Client will pay (a) all fees due for work completed up to the termination date plus (b) a kill fee of 25% of the remaining unpaid balance under this Agreement.

Upon termination, the Contractor will deliver all work in progress to the Client (subject to payment of fees due).

12. Warranties and limitation of liability

The Contractor warrants that the deliverables are their original work or properly licensed, and do not knowingly infringe any third-party rights.

Except as expressly stated, the deliverables are provided as-is. To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, or consequential damages. Each party's total liability under this Agreement is limited to the total fees paid under this Agreement.

13. Governing law and dispute resolution

This Agreement is governed by the laws of Delaware, USA.

The parties will attempt to resolve any dispute through good-faith negotiation. If unresolved, the dispute will be brought in the courts of Delaware, USA.

14. General

This Agreement is the entire agreement between the parties regarding the Services and supersedes any prior agreements on the same subject.

Modifications must be in writing and signed by both parties. If any provision is held unenforceable, the remaining provisions remain in full force.

15. Important — not legal advice

This document was generated from a template by UtilityApps (utilityapps.site). It is provided as-is, with no warranty, and is not legal advice. Laws and required clauses vary by jurisdiction and situation. Before relying on this document, have it reviewed by a lawyer licensed in your jurisdiction.