Arizona marketing independent contractor agreement template

Arizona Marketing Independent Contractor Agreement

This Arizona Marketing Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between:

[Client Name], a [Client Business Entity Type, e.g., corporation, LLC, individual], with its principal place of business at [Client Address] ("Client"), and

[Contractor Name], a [Contractor Business Entity Type, e.g., corporation, LLC, individual], with its principal place of business/residence at [Contractor Address] ("Contractor").

Scope of Work

Option A: Contractor shall perform the following marketing services for Client: [Description of Marketing Services, e.g., digital marketing campaigns, social media management, SEO/SEM, content creation, email marketing, branding, public relations/media outreach, event marketing, analytics/reporting].

Option B: Contractor shall provide the marketing services detailed in Exhibit A, attached hereto and incorporated by reference.

Deliverables: [List all expected deliverables, e.g., reports, creative assets, campaign plans].

Performance Objectives: [List specific performance objectives, e.g., lead generation targets, website traffic increases].

Service Timelines/Campaign Schedules: [Specify timelines for project completion or campaign execution].

Approval Processes: [Describe the process for Client approval of Contractor's work].

Reporting Frequency and Formats: [Specify how often and in what format Contractor will provide reports].

Work Location:

Option A: Services will be performed remotely.

Option B: Services will be performed on-site at [Client Location].

Option C: Services will be performed with a hybrid model: [Specify On-Site vs Remote Days/Hours].

Compensation

Option A: Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.

Option B: Contractor shall be paid a flat fee of [Dollar Amount] for the completion of the services described in Section 1.

Option C: Contractor shall be paid a retainer of [Dollar Amount] per [Time Period, e.g., month].

Option D: Contractor shall be paid a performance-based fee as detailed in Exhibit B, attached hereto and incorporated by reference.

Invoicing Process: [Describe the process for submitting invoices].

Payment Due Dates: [Specify the payment due date, e.g., within 30 days of invoice receipt].

Accepted Payment Methods: [List accepted payment methods, e.g., check, ACH, wire transfer].

Arizona Sales Tax/Transaction Privilege Tax:

Option A: Contractor is responsible for all applicable Arizona sales tax/transaction privilege tax.

Option B: Client will reimburse Contractor for applicable Arizona sales tax/transaction privilege tax, if Contractor is required to collect and remit such tax. [Specify procedures for tax reimbursement]

Late Payment Penalties: [Specify late payment penalties, if any].

Reimbursement Policy for Expenses: [Detail which expenses will be reimbursed, e.g., paid ads, third-party platforms, and the process for reimbursement]. Client approval is required for expenses exceeding [Dollar Amount].

Intellectual Property

Option A: All intellectual property created by Contractor in connection with the services provided under this Agreement shall be owned by Client.

Option B: Contractor shall retain ownership of all intellectual property created in connection with the services provided under this Agreement, but grants Client a [Exclusive/Non-Exclusive] license to use such intellectual property. [Specify any limitations on the Client's use].

Contractor Portfolio Usage:

Option A: Contractor may use the work created under this Agreement in its portfolio, subject to Client's approval.

Option B: Contractor may not use the work created under this Agreement in its portfolio without Client's express written consent.

Compliance with Arizona Trade Secret Law: Both parties agree to comply with Arizona Revised Statutes § 44-401 et seq. regarding trade secrets.

Confidentiality

Contractor agrees to hold all Confidential Information of Client in strict confidence and not to disclose such Confidential Information to any third party without Client's prior written consent. Confidential Information includes, but is not limited to: marketing data, strategy, client lists, content, sensitive commercial information.

Duration of Confidentiality: This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] [Months/Years].

Privacy and Data Security

Contractor agrees to comply with all applicable privacy laws and regulations, including Arizona Revised Statutes § 18-545 regarding data breaches, in connection with the services provided under this Agreement.

Contractor shall implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of Client's data.

Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Client.

Contractor is responsible for all applicable federal and Arizona tax filings and payments, including self-employment taxes.

Contractor is not entitled to any employee benefits from Client, including but not limited to health insurance, paid time off, or retirement benefits.

Contractor acknowledges the requirement to obtain and maintain any necessary Arizona business licenses for marketing activities.

Waiver of Workers’ Compensation: Contractor acknowledges the right to reject Arizona Workers’ Compensation coverage under A.R.S. § 23-902 and hereby waives coverage.

Subcontracting

Option A: Contractor may subcontract any portion of the services to be performed under this Agreement with Client's prior written consent.

Option B: Contractor may not subcontract any portion of the services to be performed under this Agreement.

Contractor shall be responsible for ensuring that any subcontractors comply with the terms of this Agreement and Arizona labor classification standards.

Non-Solicitation/Non-Circumvention

During the term of this Agreement and for a period of [Number] [Months/Years] following termination, Contractor shall not directly or indirectly solicit or engage any of Client's customers, vendors, or employees.

Contractor shall not circumvent Client by directly engaging with Client's customers, vendors, or employees for the purpose of providing services similar to those provided under this Agreement.

Liability and Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's performance of the services under this Agreement, including but not limited to claims of false advertising, copyright infringement, or violation of platform policies.

Limitation of Liability: Client's liability to Contractor under this agreement shall not exceed [Dollar Amount].

Insurance: Contractor shall maintain [Type of Insurance, e.g., professional liability, cyber liability] insurance with coverage of at least [Dollar Amount]. Contractor will provide proof of coverage upon request.

Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date].

Renewal/Extension: [Specify terms for renewal or extension of the agreement].

Termination:

Option A: This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

Option B: This Agreement may be terminated immediately by either party upon the occurrence of a material breach by the other party.

This Agreement may be terminated by mutual written agreement of both parties.

Obligations Upon Termination: Upon termination of this Agreement, Contractor shall return all Client property, including but not limited to data, documents, and equipment.

Transition: Contractor shall provide reasonable assistance to Client in transitioning the services to a new provider.

Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to non-binding mediation in [City, Arizona].

If mediation is unsuccessful, the parties agree that any unresolved dispute shall be resolved through [Binding Arbitration/Litigation] in [City], Maricopa County, Arizona.

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.

Representations and Warranties

Client represents and warrants that it has the lawful authority to enter into this Agreement and that its marketing campaigns will comply with all applicable laws and regulations.

Contractor represents and warrants that it has the professional qualifications and experience necessary to perform the services under this Agreement, that its work will be original and non-infringing, and that it will comply with all applicable federal and Arizona advertising and marketing laws, including but not limited to the CAN-SPAM Act, the TCPA, FTC guidelines, and the Arizona Consumer Fraud Act (A.R.S. § 44-1521 et seq.).

Regulatory Compliance

Contractor shall comply with all applicable Arizona laws and regulations relating to advertising and marketing, including but not limited to restrictions on advertising content, email and digital marketing rules, truth-in-advertising laws, and social media endorsement guidelines.

Both parties shall maintain all necessary Arizona business and tax registrations.

Amendment, Assignment, and Waiver

This Agreement may be amended only by a written instrument signed by both parties.

This Agreement may not be assigned by either party without the prior written consent of the other party.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be treated as original signatures under Arizona's Uniform Electronic Transactions Act (A.R.S § 44-7001 et seq.).

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]