Free Work for Hire Agreement Template

SCOPE OF WORK

Creator agrees to create the following graphic design and visual branding for Client: Logo design (primary and secondary variants), brand color palette, typography system, and brand style guide document.

Deliverables: Vector logo files (AI, EPS, SVG, PNG at multiple sizes), brand style guide PDF (15+ pages), and editable Figma source files

Creator shall deliver all deliverables by April 30, 2026, commencing on April 1, 2026. Time is of the essence with respect to this Agreement.

COMPENSATION

Client shall pay Creator 4,500.00 USD for the work described herein. Payment shall be 50% (2,250.00 USD) due upon signing; 50% (2,250.00 USD) due upon final delivery. Late payments shall accrue interest at 1.5% per month. Invoices unpaid after thirty (30) days may result in Creator suspending work until payment is received.

COPYRIGHT ASSIGNMENT AND WORK MADE FOR HIRE

The Parties intend that the work product created under this Agreement shall be a "work made for hire" within the meaning of 17 U.S.C. Section 101, with Client deemed the author and owner of all copyright pursuant to 17 U.S.C. Section 201(b). The Parties acknowledge that statutory work-for-hire status for a specially-commissioned work requires (i) a written instrument signed by both parties and (ii) that the work fall within one of the nine categories enumerated in 17 U.S.C. Section 101 (contribution to a collective work, part of a motion picture or other audiovisual work, translation, supplementary work, compilation, instructional text, test, answer material for a test, or atlas), and that classification is further informed by the multi-factor employee-versus-independent-contractor test articulated in Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989). To the extent the work does not qualify as a statutory work-for-hire, Creator hereby irrevocably assigns to Client all right, title, and interest, including all copyright, in and to all deliverables, effective upon receipt of full payment, which assignment shall satisfy the writing requirement of 17 U.S.C. Section 204(a). Creator waives, to the maximum extent permitted by law, all rights of attribution and integrity (moral rights) under 17 U.S.C. Section 106A (the Visual Artists Rights Act). To the extent any patentable inventions are created hereunder, Creator assigns all such rights to Client pursuant to 35 U.S.C. Section 261; to the extent any trademark rights arise, Creator assigns those rights together with the associated goodwill pursuant to 15 U.S.C. Section 1060. The Parties acknowledge that 17 U.S.C. Section 203 confers a non-waivable right of the author to terminate grants of transfer after thirty-five (35) years, which right applies only where the work is not a work made for hire.

PORTFOLIO AND CREDIT

Creator may display the deliverables in Creator's portfolio, website, and promotional materials. Client's name and logo may be referenced as a client. Creator shall not disclose any confidential business information in connection with such display.

REVISIONS AND APPROVAL

Client is entitled to 2 rounds of revisions at no additional charge. A revision round is defined as a consolidated set of changes submitted within five (5) business days of receiving a draft. Additional revision rounds beyond the included 2 shall be billed at the Creator's standard hourly rate. Client's failure to respond within fifteen (15) business days of receiving a deliverable shall be deemed acceptance.

CANCELLATION AND KILL FEE

If Client cancels this project after work has commenced, Client shall owe Creator 25% of the total fee (1,125.00 USD) if cancelled after work has commenced. Creator shall deliver all completed work product upon receipt of any applicable cancellation fee. If Creator cancels, Creator shall refund all deposits received and deliver any work completed to date.

WARRANTY AND INDEMNIFICATION

Creator warrants that the deliverables are original, do not infringe any third-party intellectual property rights, and are free from any encumbrances. Creator shall indemnify and hold Client harmless from any claims arising from third-party IP infringement by the deliverables. Client warrants that any materials provided to Creator for incorporation into the work do not infringe third-party rights.

TRADE SECRETS AND WHISTLEBLOWER IMMUNITY NOTICE

Each Party shall protect the trade secrets of the other Party in accordance with the Defend Trade Secrets Act of 2016, 18 U.S.C. Section 1836 et seq., and any applicable state trade-secret statutes. Notice of Immunity Under 18 U.S.C. Section 1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade-secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret, except pursuant to court order.

DISPUTE RESOLUTION

Any dispute arising under this Agreement shall first be submitted to good-faith mediation in New York. If mediation fails to resolve the dispute within thirty (30) days, either Party may pursue other legal remedies available at law or in equity.

ADDITIONAL TERMS

Creator shall not use AI image generation tools for any deliverable without prior written approval from Client.

INDEPENDENT CONTRACTOR AND GENERAL PROVISIONS

Creator is an independent contractor, not an employee of Client. Creator is solely responsible for all applicable taxes, insurance, and business expenses. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and negotiations. Amendments must be in writing and signed by both Parties. This Agreement shall be governed by the laws of the State of New York.