INDEPENDENT CONTRACTOR WORK AGREEMENT
1. Introduction
This agreement is entered into between Aleppo Studio (“Contractor”) and the client named in the accompanying Scope of Work (“Client”). It governs the terms under which all work is performed and applies to both project-based and retainer engagements unless otherwise stated in writing.
The goal of this agreement isn’t to be adversarial — it’s to make sure both sides are aligned from the start. Clear expectations protect your time, your investment, and the quality of the work. By signing, both parties agree to work in good faith toward a successful outcome.
2. Scope of Work
The specifics of any engagement — deliverables, timelines, platforms, and objectives — are outlined in a separate Scope of Work (SOW) document, which is incorporated into this agreement by reference.
Any requests that fall outside the agreed SOW will be treated as out-of-scope. Out-of-scope work may affect both cost and timeline, and will not begin until a revised or supplemental SOW has been agreed upon in writing by both parties. Verbal approvals are not sufficient to authorize additional work.
3. Revision Policy
Each project includes one (1) round of revisions, defined as refinements or adjustments to an approved creative or strategic direction. This includes changes to copy, layout, color, or other elements within the established concept.
A revision is not the same as a project redo. If feedback signals a fundamental shift in direction — new concepts, a change in brand identity, or work that requires starting over — this constitutes a new phase of work and will be scoped and quoted separately.
Additional revision rounds beyond the one included are available at an agreed-upon fee and must be requested before work resumes.
In cases where a project enters repeated or excessive revision cycles that are not progressing toward resolution, Aleppo Studio reserves the right to close the project. In this scenario, all completed work to date will be delivered, and no further work will be performed. Any outstanding balance for completed milestones remains due.
4. Payment Terms
Deposit: A non-refundable deposit of 30% of the total project fee is required before any work begins. This deposit secures your place on the schedule and covers the initial investment of time and resources. Work will not commence until the deposit is received.
Project-Based Engagements: The remaining balance is structured around project milestones, as outlined in the SOW. Each milestone payment is due upon reaching the agreed deliverable stage. Work on the next milestone will not begin until the current payment has been received.
Retainer Engagements: Retainer fees and payment schedules are defined in the individual retainer agreement. Retainer invoices are due on the agreed billing date each cycle.
Late Payments: Invoices are due within 7 days of receipt. A grace period of 5 days applies after the due date. Following the grace period, a late fee of 1.5% per day will accrue on the outstanding balance until payment is received in full. Continued non-payment may result in work being paused or the engagement being terminated, with all completed work and applicable fees remaining due.
5. Project Timeline & Communication
Timelines are established collaboratively and outlined in each SOW. Aleppo Studio is committed to meeting agreed deadlines and will communicate proactively if anything changes.
The Client’s responsiveness is equally important to keeping a project on track. Feedback, approvals, and asset delivery are expected within 2–3 business days of any request. Delays on the Client’s end — including late feedback, unavailability, or slow asset delivery — will shift the project timeline accordingly. Aleppo Studio is not liable for missed deadlines resulting from Client-side delays.
Communication is conducted via Signal. Aleppo Studio is available Monday through Friday, 9:00 AM – 4:00 PM. Messages received outside these hours will be responded to on the next available business day.
6. Client Responsibilities
A successful project is a two-way effort. In order to deliver work at the highest level, the Client agrees to:
- Provide a single designated point of contact for all feedback and approvals.
- Deliver all required assets, content, and information by agreed dates.
- Give clear, consolidated feedback within the agreed timeframe.
- Make decisions in a timely manner to avoid unnecessary delays.
- Trust the creative process. Great work takes space to develop. The Client agrees to allow Aleppo Studio the creative latitude to explore and execute without excessive check-ins, directive micromanagement, or pressure to prematurely present unfinished work. Collaborative input is always welcome; control over the creative process is not part of what is contracted.
Repeated failure to meet these responsibilities may impact the project timeline and, in significant cases, may be grounds for project closure under the terms outlined in Section 3.
7. Intellectual Property & Ownership
All work created by Aleppo Studio remains the intellectual property of Aleppo Studio until the project is paid in full. Upon receipt of final payment, ownership of the agreed deliverables transfers to the Client.
Any third-party elements used in the work — stock imagery, licensed fonts, purchased assets — are subject to their respective licensing terms. Aleppo Studio will communicate any licensing limitations that affect how the Client may use those elements.
Aleppo Studio reserves the right to display completed work in its portfolio and promotional materials unless the Client requests otherwise in writing.
8. Confidentiality
Both parties agree to keep the other’s confidential information private. Aleppo Studio will not share the Client’s business information, strategies, or unreleased materials with any third party. The Client agrees not to reproduce, share, or repurpose Aleppo Studio’s processes, proprietary methods, or unpublished work without consent.
This obligation survives the end of the engagement.
9. Termination
Either party may terminate this agreement with 14 days’ written notice.
If the Client terminates the engagement, all work completed to date will be delivered, and any outstanding milestone payments for completed work remain due. The initial deposit is non-refundable under any circumstances.
If Aleppo Studio terminates the engagement, all completed work will be delivered and any unused portion of a paid milestone will be refunded, prorated to the work completed.
A kill fee of 50% of the remaining project balance applies if a project is cancelled after work has begun but before completion.
10. Limitation of Liability
Aleppo Studio will deliver work with professional care and skill. However, Aleppo Studio is not responsible for business outcomes — including revenue, growth, conversions, or other results — that may or may not follow from the work delivered.
Aleppo Studio’s total liability for any claim related to this agreement is limited to the amount paid by the Client for the specific project in question.
11. Governing Law & Disputes
This agreement is governed by the laws of Mexico. In the event of a dispute, both parties agree to resolve the matter through litigation in the competent courts of Mexico. Both parties consent to the jurisdiction of such courts and waive any objection to venue or jurisdiction therein.
12. Agreement Scope
This agreement applies to all projects and engagements between the parties unless a specific SOW states otherwise in writing.