Delaware marketing independent contractor agreement template

Delaware Marketing Independent Contractor Agreement

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

[Client Legal Name], a [Client Entity Type, e.g., Delaware Corporation], with its principal place of business at [Client Business Address], email: [Client Email], phone: [Client Phone] ("Client"),

and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Individual/Delaware LLC], with its principal place of business/residence at [Contractor Business Address], email: [Contractor Email], phone: [Contractor Phone] ("Contractor").

WHEREAS, Client desires to engage Contractor to provide certain marketing services; and

WHEREAS, Contractor desires to provide such marketing services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Independent Contractor Relationship

Option A: Contractor is an independent contractor of Client. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Contractor. Contractor is solely responsible for all federal, state, and local taxes, insurance (including workers' compensation, if applicable), and other statutory obligations arising out of or related to the performance of services under this Agreement. Contractor acknowledges that it is not eligible for any employee benefits from Client.

Option B: Contractor warrants that they operate an independent business providing marketing services to the general public. Contractor is free to perform services for other clients.

2. Scope of Marketing Services

Option A: Contractor will provide the following marketing services to Client: [Detailed Description of Marketing Services, e.g., digital marketing strategy development, advertising campaign design and execution, social media management, SEO/SEM services, content creation, branding, market research, media planning and buying, lead generation, analytics and reporting].

Option B: The specific marketing services to be provided by Contractor will be detailed in individual project statements of work ("SOWs") agreed to in writing by both parties. Each SOW will outline the scope of work, service levels, expected outcomes, project phases, milestones, reporting frequency, and deadlines.

The location where services will be performed is [Location of Services, e.g., remote, Client's Delaware premises, hybrid].

If services will be performed at Client's premises, the following requirements apply: [Specific On-Site Requirements, if any, e.g., attendance at meetings, use of client-provided resources, adherence to client security protocols].

3. Compensation

Option A: Client will compensate Contractor at a rate of [Hourly Rate] per hour for services rendered. Contractor will submit invoices to Client on a [Invoice Frequency, e.g., bi-weekly, monthly] basis, with payment due within [Number] days of receipt of invoice.

Option B: Client will pay Contractor a fixed fee of [Project Fee] for the completion of the services outlined in each SOW.

Option C: Client will pay Contractor a retainer fee of [Retainer Fee] per [Retainer Period, e.g., month].

Option D: Client will pay Contractor a commission of [Commission Percentage]% on [Basis for Commission, e.g., net sales generated].

Option E: Client will pay Contractor based on the following performance metrics: [Performance Metrics and Payment Structure].

Delaware Taxes: All fees are subject to applicable Delaware taxes.

Late Payments: Late payments will accrue interest at a rate of [Interest Rate]% per month. Client may suspend services if payment is not received within [Number] days of the due date.

4. Expense Reimbursement

Option A: Client will reimburse Contractor for pre-approved, reasonable, and necessary marketing expenses, including [List of Allowable Expenses, e.g., media buys, ad platform fees, production costs].

Option B: Contractor is responsible for all expenses related to the performance of services.

Documentation: Contractor must submit detailed receipts and documentation for all expenses for reimbursement.

5. Intellectual Property

Option A: All intellectual property rights, including copyrights, trademarks, and trade secrets, in any campaign materials, creative content, strategies, and data developed by Contractor specifically for Client under this Agreement, shall be owned by Client.

Option B: Contractor retains ownership of pre-existing intellectual property. Client will receive a non-exclusive license to use Contractor's pre-existing intellectual property incorporated into the work product solely for the purposes outlined in this Agreement.

Option C: Ownership of intellectual property developed under this agreement will be jointly owned by the Client and Contractor.

Upon termination of this Agreement, Contractor will deliver to Client all materials and data related to the marketing services provided.

6. Confidentiality

Contractor agrees to hold Client's confidential information, including but not limited to client lists, trade secrets, proprietary product details, campaign strategies, creative assets, and data received in the course of services, in strict confidence. This obligation extends for a period of [Number] years following termination of this Agreement.

7. Non-Solicitation/Non-Circumvention/Non-Compete

Option A (Non-Solicitation and Non-Circumvention): During the term of this Agreement and for a period of [Number] months following termination, Contractor will not solicit or attempt to solicit any employees or clients of Client. Contractor will not circumvent Client by directly engaging in business with Client's contacts.

Option B (Non-Compete): During the term of this Agreement and for a period of [Number] months following termination within [Geographic Scope], Contractor will not engage in any business that directly competes with Client's business in the [Specific Industry/Service] market. This provision is narrowly tailored to protect Client's legitimate business interests under Delaware law.

The parties acknowledge and agree that the restrictions contained in this section are reasonable and necessary to protect the legitimate business interests of [Client].

8. Compliance with Laws

Contractor will comply with all applicable federal, state (Delaware), and local marketing and advertising laws and regulations, including but not limited to CAN-SPAM, TCPA, consumer protection laws, data privacy laws (including the Delaware Online Privacy and Protection Act), and Federal Trade Commission guidelines. Contractor is responsible for obtaining and maintaining any necessary licenses or permits for marketing activities in Delaware.

9. Taxes and Benefits

Contractor is solely responsible for all employment taxes, self-employment taxes, and other tax compliance obligations under Delaware and federal law. Client will not provide employee benefits, unemployment insurance, or workers' compensation to Contractor.

10. Indemnification

Contractor agrees to indemnify, defend, and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or related to Contractor's breach of this Agreement, violation of law, advertising infringement, copyright/trademark infringement, false advertising, or breach of confidentiality.

11. Performance Monitoring

Contractor will provide regular progress reports to Client in the form of [Reporting Format, e.g., weekly written reports, monthly analytics dashboards]. Client will have the right to review campaign performance and provide feedback to Contractor. If Contractor's performance is substandard or non-compliant, Contractor will have [Number] days to cure the deficiency.

12. Limitation of Liability

To the maximum extent permitted by Delaware law, Client will not be liable to Contractor for any consequential, indirect, incidental, special, or punitive damages arising out of or related to this Agreement.

13. Insurance

Option A: Contractor will maintain the following insurance coverage: [Insurance Requirements, e.g., general liability insurance, professional liability insurance] with minimum coverage limits of [Coverage Limits]. Contractor will provide Client with proof of insurance upon request.

Option B: Contractor acknowledges they have no obligation to carry insurance.

14. Subcontracting

Contractor may not subcontract any of its obligations under this Agreement without the prior written consent of Client. Any permitted subcontractors will be subject to the same confidentiality and compliance obligations as Contractor.

15. Term and Termination

This Agreement will commence on [Start Date] and will continue for a term of [Term Length, e.g., one year], unless earlier terminated as provided herein.

Option A: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.

Option B: Client may terminate this Agreement immediately for cause if Contractor materially breaches this Agreement.

Option C: Contractor may terminate this agreement if Client has failed to pay an invoice for a period exceeding [Number] days.

Upon termination, Contractor will immediately return all Client property and data, including digital accounts, passwords, creative materials, ad assets, and client data.

16. Dispute Resolution

The parties will attempt to resolve any disputes arising out of or related to this Agreement through good-faith negotiation. If negotiation fails, the parties may agree to mediation. Any unresolved dispute shall be resolved by [Binding Arbitration/Litigation] in the courts of Delaware, and Delaware law shall govern.

17. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, or natural disasters.

18. Assignment

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

19. 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.

20. Severability

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

21. Amendment

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

22. 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 valid and binding under the Delaware Uniform Electronic Transactions Act.

23. Post-Termination Cooperation

Following termination of this Agreement, Contractor will cooperate with Client to ensure a smooth transition of all marketing accounts, platforms, and data.

24. Compliance Warranty

Contractor warrants that its marketing methods will be ethical and legal and will not include spamming, false representation, or unauthorized use of third-party intellectual property.

25. Data Protection

Contractor will comply with all applicable data protection laws, including those related to consumer data under Delaware law and any applicable federal privacy requirements for marketing campaigns.

26. Audit Rights

Client shall have the right to audit campaign spending and analytics as warranted.

27. Campaign Goals and Objectives

The parties will mutually agree upon campaign goals, measurable objectives (KPIs), and benchmarks for success. The parties will regularly evaluate campaign performance and adjust strategy as needed.

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

[Client Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]