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The General Contract

The Purpose of this page

The agreement below is the general standard contract that I ask all my clients to sign before working with me. I ask that you please review it and ask me questions or even run it by a lawyer if you feel inclined to do so. 

I’ve included a TL;DR version for your convenience but please also read the actual thing. When you are ready, I will email you a copy to sign!

THE TL;DR Agreement (1 Min read)

You are the Client. I am the Contractor.

  • What We’re Doing: Contractor does the work, Client pays up. No freebies, no funny business. Late payments? That’s a 5% monthly oopsie fee.
  • Who Owns What: Client gets full rights to the work, but Contractor can show it off like a proud parent.
  • Top Secret Stuff: Contractor won’t spill Client’s business. Pinky promise.
  • We’re Not Married: This is a business deal, not an employment situation. No benefits, no tax withholding—Contractor handles their own money.
  • Breaking Up: Either party can say bye-bye with 14 days’ notice (or immediately if someone seriously messes up).
  • Liability Drama: No one’s getting sued into oblivion—each party limits their liability, and Client takes responsibility for how the designs are used.
  • Edits & Approvals: Reasonable tweaks are included, but endless revisions cost extra. Client has 14 days to approve work before being charged for ghosting.
  • Pay Up or Work Stops: No money, no work—it’s that simple. Keep those invoices paid, or Contractor presses pause.
  • Early Exit Fee: If Client bails mid-project, they still gotta pay for the work done. No refunds on deposits.
  • Client’s Homework: Any materials Client provides better be legally theirs. No shady downloads!
  • File Storage, Not a Time Capsule: Contractor holds onto project files for a while, but not forever. Speak now or lose them later.
  • Acts of God & Chaos: If a disaster strikes (think earthquakes, power outages, or alien invasions), neither party is on the hook for delays.
Now that you’ve skimmed this fun-sized version, go read the ACTUAL agreement because it’s legal, important, and the thing you’re actually signing. Don’t just take my word for it. 👏

The ACTUAL SERVICE AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of [TODAY’S DATE] (the “Effective Date”) by and between Polly Designs (“Contractor”), and [YOUR BUSINESS HERE] a(n) Corporation (“Client”).

1. Engagement of Services. Client hereby engages and retains Contractor to provide certain services, and Contractor agrees to render such services to Client, from time to time as mutually agreed to by Client and Contractor (the “Services”) and that are described in one or more statements of work (“SOWs”) which include specific Deliverables, Descriptions, Timelines, and Fees.

2. Compensation. Client will pay Contractor the fees set forth in the SOW in consideration for rendering the Services pursuant to this Agreement and such SOW. In addition, Contractor reserves the right to pass through applicable processing fees when Client provides payment of invoices with a credit card. Client agrees to pay invoices within 14 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount. Contractor will be reimbursed for expenses that relate to the Services and that are approved by Client in advance. Upon termination of this Agreement for any reason, Client will pay Contractor any unpaid fees for Services that have been completed prior to such termination.

3. Ownership of Work Product. Client is and will be the owner of all interests in the product of all work performed under this Agreement (the “Work Product”). Contractor hereby irrevocably sells, transfers and assigns to Client all right, title and interest that Contractor has or will have in and to the Work Product, and Contractor acknowledges that Client owns and will own all such existing and future right, title and interest in and to the Work Product. Notwithstanding the foregoing, Contractor shall be entitled to display Work Product in their portfolio, on their website, or for any other business marketing purposes.

4. Intellectual Property. Neither the Client nor Contractor shall acquire any right, title or interest in any intellectual property owned, licensed or controlled by the other party as of the Effective Date.

5. Confidential Information. Contractor shall not disclose any of the Client’s confidential information to anyone other than its affiliates, employees, contractors or authorized representatives who have a need to know the information in connection with Contractor’s rendering of the Services. Contractor shall exercise the same degree of care to prevent disclosure of any Confidential Information as it takes to preserve and safeguard its own confidential information but, in any event, no less than a reasonable degree of care.

6. Independent Contractor Relationship. Contractor’s relationship with Client is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. No part of Contractor’s compensation will be subject to withholding by Client for the payment of any social security, federal, state or any other employee payroll taxes. Client will regularly report amounts paid to Contractor by filing Form 1099 with the Internal Revenue Service as required by law. CONTRACTOR IS ACTING AS AN INDEPENDENT CONTRACTOR TO CLIENT; CONTRACTOR IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS, WORKERS’ COMPENSATION BENEFITS, PENSION, BONUS OR OTHER FRINGE BENEFITS FROM CLIENT. CONTRACTOR WILL PAY ALL NATIONAL, FEDERAL AND STATE INCOME TAX, SOCIAL SECURITY TAX AND OTHER AMOUNTS DUE UNDER APPLICABLE PAYROLL AND SIMILAR LAWS WITH RESPECT TO ALL AMOUNTS PAID IN CONNECTION WITH THIS AGREEMENT.

7. Term. The term of this Agreement will commence on the Effective Date and will continue until terminated by either party as provided herein. The Services shall commence as set forth in the SOW and will continue as provided therein or until terminated pursuant to the terms of such SOW or this Agreement.

8. Termination. Either party may terminate this Agreement at any time by giving 14 days prior written notice to the other party. Either party may terminate this Agreement immediately upon a material violation of this Agreement by the other party.

9. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SOW IN EXCESS OF THE TOTAL FEES PAID TO CONTRACTOR UNDER THE SOW GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Governing Law. This Agreement will be governed in all respects by the laws of US as well as the laws of Wisconsin, excluding conflicts of law principles.

11. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.

12. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party will not operate or be construed as a waiver of any other or subsequent breach by such party.

13. Assignment. Neither party shall assign or transfer this Agreement, or any rights or portion thereof, to any related or unrelated third party without the other party’s consent.

14. Entire Agreement. This Agreement and all outstanding SOWs constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement and all outstanding SOWs will govern all Services undertaken by Contractor for Client. This Agreement and any SOW may only be changed by mutual agreement of authorized representatives of the parties in writing.

15. Indemnification. Client agrees to indemnify, defend, and hold Contractor harmless from any and all claims, liabilities, damages, or expenses arising from the use of the designs, including but not limited to claims related to intellectual property infringement or product liability. This indemnification does not extend to claims arising from Contractor’s negligence, misconduct, or breach of this Agreement.

16. Revisions, Approvals, and Final Delivery.
  • Revisions are included within the agreed-upon project fee at the discretion of the Contractor. If the volume or scope of revisions exceeds what Contractor deems reasonable for the project, Contractor reserves the right to adjust the project fee to the next pricing bracket as outlined in Contractor’s pricing structure.
  • If Client requests additional changes or modifications outside the original scope of the project, Contractor will assess and notify Client of any necessary fee adjustments before proceeding.
  • Final approval from Client is required before delivery of the final product. If Client does not respond to an approval request within 14 days, Client will be billed for Contractor’s time. Exceptions may be made if Client has notified Contractor in advance of extenuating circumstances.
  • Upon final approval, Contractor will deliver the final design files that are appropriate for the given project (i.e. PNG, SVG, PDF, applicable login information, etc.). Other file formats may be provided upon request.
 
17. Non-Payment & Work Suspension. If Client fails to make payment within 14 days of the invoice due date, Contractor reserves the right to suspend all work until outstanding balances are paid in full. Continued non-payment may result in project termination at Contractor’s discretion, and all completed work up to that point will be invoiced accordingly.
 
18. Early Termination & Kill Fee. If Client terminates this Agreement or any project before completion, Client agrees to compensate Contractor for work completed up to the termination date based on agreed-upon hourly rates or project milestones. Any deposits or payments made are non-refundable.
 
19. Client-Provided Materials. Client represents and warrants that any materials, including but not limited to images, fonts, logos, or text, provided to Contractor for use in the project are owned by Client or properly licensed for use. Contractor is not liable for any copyright, trademark, or other intellectual property claims arising from Client-provided materials.
 
20. File Retention & Archiving. Contractor will retain project files for an extended period; however, file storage is not guaranteed indefinitely. Before permanently deleting any project files, Contractor will notify Client and provide an opportunity to retrieve them. Client must respond within the timeframe specified in the notification to receive their files.
 
21. Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including but not limited to natural disasters, power outages, government actions, or other unforeseen events that prevent timely completion of the project.
 
Last updated: February 2025