Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is entered into as of the date above by and between:

1. Scope of Work

Contractor agrees to perform the following services (the "Services") for Client:

Deadline: All Services shall be completed by February 28, 2025.

2. Payment Terms

Compensation: Client agrees to pay Contractor $X,XXX.00 for the Services described above.

Payment Schedule:

• 50% deposit ($X,XXX.00) due upon signing this Agreement
• 50% balance ($X,XXX.00) due upon project completion and delivery

Payment Method: Wire transfer / ACH / PayPal / Cenoa

Late Payment: Invoices unpaid after 30 days may incur a late fee of 1.5% per month on the outstanding balance.

Expenses: Client shall reimburse Contractor for pre-approved expenses. Receipts required for expenses over $50.

3. Intellectual Property

Upon receipt of full payment, Contractor assigns to Client all rights, title, and interest in the work product created under this Agreement. Until full payment is received, Contractor retains all intellectual property rights.

Contractor may retain the right to display the work in their professional portfolio unless otherwise agreed in writing.

4. Confidentiality

Contractor agrees to keep confidential all non-public information received from Client in connection with this Agreement. This obligation survives termination for a period of 2 years.

5. Independent Contractor Status

Contractor is an independent contractor, not an employee of Client. Contractor is responsible for all taxes, insurance, and other obligations related to their work. Contractor shall not be entitled to any employee benefits.

6. Revisions & Changes

This Agreement includes 2 rounds of revisions. Additional revisions shall be billed at $X per hour.

7. Termination

Either party may terminate this Agreement with 14 days written notice. Upon termination, Client shall pay for all work completed to date. If Client terminates without cause, the deposit is non-refundable.

8. Limitation of Liability

Contractor's total liability under this Agreement shall not exceed the total fees paid by Client under this Agreement. Contractor is not liable for indirect, incidental, or consequential damages.

9. Dispute Resolution

Any disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in New York, NY under the rules of the American Arbitration Association.

10. Governing Law

This Agreement shall be governed by the laws of the State of New York, without regard to conflict of law principles.

11. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements.