California marketing independent contractor agreement template
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How California marketing independent contractor agreement Differ from Other States
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California applies the strict ABC test to determine independent contractor status, which is more rigorous than most other states.
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State-specific disclosure and compliance requirements, such as consumer privacy and labor provisions, are mandatory in California.
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California generally prohibits non-compete clauses, whereas other states may allow broader non-competition agreements.
Frequently Asked Questions (FAQ)
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Q: Does California law require a written independent contractor agreement?
A: While not always legally required, a written agreement is strongly advised to clarify roles, terms, and protect both parties.
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Q: Are non-compete clauses enforceable in a California marketing independent contractor agreement?
A: No, California law prohibits most non-compete clauses, making them generally unenforceable except in rare circumstances.
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Q: What test does California use for classifying independent contractors?
A: California uses the ABC test under AB5, which sets strict criteria to determine if a worker is an independent contractor.
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California Marketing Independent Contractor Agreement
This California Marketing Independent Contractor Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between:
[Client Legal Name], whose principal place of business is located at [Client Address], and who is a(n) [Client Entity Type: Individual/Entity] with [Client Tax ID/Business License Number, if applicable] ("Client"), and
[Contractor Legal Name], whose principal place of business is located at [Contractor Address], and who is a(n) [Contractor Entity Type: Individual/Entity] with [Contractor Tax ID/Business License Number, if applicable] ("Contractor"). The Contractor’s email address is [Contractor Email] and phone number is [Contractor Phone].
1. Scope of Marketing Services
The Contractor shall provide the following marketing services to Client (the “Services”):
Option A:
Detailed Description: [Detailed Description of Services, e.g., Digital Marketing Strategy, Social Media Management, Content Creation, SEO, Paid Advertising Campaigns, Market Research, Branding, Influencer Outreach, Campaign Analytics, Event Marketing, Public Relations. List Platforms, Target Audiences, Geographic Areas, and Client Products/Brands]
Option B:
Reference Exhibit A: The specific Services are further detailed in Exhibit A, attached hereto and incorporated by reference. [Placeholder for Exhibit A Title]
2. Service Standards and Deliverables
Format and Standards: The Services will be performed according to industry standards and in the following format: [Format of Deliverables, e.g., Content Calendars, Reports, Creative Briefs, Analytics Dashboards].
Approval Process: All deliverables are subject to Client approval according to the following process: [Describe Approval Process].
Timelines and Reporting: The Contractor shall adhere to the following timelines and reporting frequency: [Timelines, Reporting Frequency, e.g., Weekly Performance Reports, Campaign Wrap-ups. Include Metrics/KPIs].
3. Work Arrangement
Option A:
Remote Work: All Services shall be performed remotely by Contractor.
Option B:
On-Site Work: Services shall be performed at Client’s offices located at [Client Address].
Option C:
Hybrid Arrangement: Services shall be performed [Specify Location Combination: Remotely, at Client Office, Onsite at Events].
Required Tools & Accounts: Contractor will utilize the following Client tools, accounts, and data, subject to the following security and access protocols: [List Tools, Accounts, and Protocols].
4. Service Fee and Payment
Option A:
Hourly Rate: The Contractor shall be compensated at an hourly rate of [Hourly Rate].
Option B:
Retainer Fee: The Contractor shall be compensated a retainer fee of [Retainer Fee] per [Time Period, e.g., month].
Option C:
Project-Based Fee: The Contractor shall be compensated a project-based fee of [Project Fee] for the completion of the Services described in Section 1.
Option D:
Commission: Contractor shall be compensated a commission of [Commission Percentage]% on [Basis for Commission, e.g., advertising spend, results].
Payment Schedule: The Client shall pay the Contractor according to the following schedule: [Payment Schedule, e.g., net 30, upon completion of milestones].
Invoicing Requirements: All invoices must include the following information: [List Required Information].
Expense Reimbursement: Pre-approved marketing expenses will be reimbursed subject to the following policies: [Expense Reimbursement Policies].
Taxes: Contractor is solely liable for all applicable California state and local taxes, including reporting responsibility and 1099 issuance.
5. Intellectual Property Ownership
All deliverables, campaign creative, marketing materials, analytics, and reports created by Contractor under this Agreement are considered "works made for hire" and shall be the exclusive property of the Client.
Option A:
No Exceptions: There are no exceptions to this clause.
Option B:
Exceptions: The following pre-existing creative or third-party licensed content is excluded from this ownership provision: [List Exceptions]. Contractor retains rights to its pre-existing creative.
6. Data Protection and Confidentiality
The Contractor shall protect the confidentiality of Client's marketing plans, proprietary campaign data, and consumer/user data in accordance with California law, including the California Consumer Privacy Act (CCPA). Contractor shall:
Limit data access to authorized personnel only.
Return or destroy all Client data upon termination of this Agreement.
7. Independent Contractor Status
Contractor acknowledges and agrees that it is an independent contractor and not an employee of Client.
Contractor is free from Client's control and direction in performing the Services.
Contractor is engaged in an independently established trade or occupation.
Contractor is solely responsible for all payroll taxes, insurance (including workers' compensation if applicable), benefits, and legal compliance, as well as registration for and payment of relevant California tax obligations.
8. Subcontracting
Option A:
No Subcontracting: Contractor shall not subcontract any portion of the Services without the prior written consent of Client.
Option B:
Subcontracting Permitted: Contractor may subcontract portions of the Services, subject to Client approval and the requirement that all subcontractors meet California’s independent contractor legal tests. [State approval process].
9. Liability, Indemnification, and Insurance
Contractor shall be responsible for any claims, errors, omissions, or damages resulting from improper campaign conduct, copyright or trademark misuse, advertising law violations, or noncompliance with California marketing regulations.
Contractor agrees to indemnify and hold harmless Client from any such claims. Contractor shall maintain professional liability or E&O insurance with coverage of at least [Insurance Coverage Amount].
10. Prohibited Activities
Contractor shall not engage in any false or deceptive advertising, spamming, or violations of federal and California state law, including but not limited to the California Business & Professions Code, CAN-SPAM Act, intellectual property laws, and unfair competition laws.
11. Term and Termination
Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Contract Duration].
Renewal: This agreement [Automatically renews/Does not automatically renew] for additional terms of [Renewal Term Length] unless either party provides written notice of termination [Notice Period Before Renewal] prior to the end of the current term.
Termination for Convenience: Either party may terminate this Agreement for convenience upon [Notice Period] written notice to the other party.
Termination for Cause: Client may terminate this Agreement immediately for cause if Contractor breaches any material term of this Agreement.
Effect of Termination: Upon termination, Contractor shall promptly return all Client data and materials. Client shall pay Contractor for all Services performed up to the date of termination.
12. Non-Solicitation/Non-Circumvention
Option A:
Non-Solicitation: During the term of this Agreement and for a period of [Non-Solicitation Period] following its termination, Contractor shall not solicit, directly or indirectly, any employees or customers of Client.
Option B:
Non-Circumvention: During the term of this Agreement and for a period of [Non-Circumvention Period] following its termination, Contractor shall not circumvent Client by directly contacting or working with Client’s customers that Contractor has been introduced to by Client without Client's written consent.
Option C:
None: This Agreement does not contain a non-solicitation or non-circumvention clause.
13. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved through:
- Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
- Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, CA].
- Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in [City, CA] in accordance with the rules of [Arbitration Organization]. California law shall govern the interpretation and enforcement of this Agreement.
14. Compliance with Laws
Contractor shall comply with all applicable California, federal, and local laws and regulations relevant to marketing activities, including consumer protection, advertising disclosures, intellectual property, and privacy/data collection rules.
Contractor shall maintain all business registrations, permits, and licenses as required in California for marketing services.
15. 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.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
____________________________
[Client Legal Name]
[Client Title (if applicable)]
Date: [Date]
____________________________
[Contractor Legal Name]
[Contractor Title (if applicable)]
Date: [Date]
Each party represents that it has the authority and capacity to enter into this Agreement.
