Florida marketing independent contractor agreement template

Florida Marketing Independent Contractor Agreement

This Florida Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Company Name], a company organized and existing under the laws of Florida, with its principal place of business at [Client Company Address] (“Client”), and [Contractor Name], a [Contractor Business Type, e.g., individual/LLC], with its principal place of business at [Contractor Business Address] (“Contractor”).

Services

Option A: Contractor shall provide the following marketing services to Client: [Detailed description of marketing services, e.g., digital marketing strategy, content creation, social media management, paid advertising, SEO/SEM, market research, graphic design, event promotion, email marketing, analytics and reporting, public relations, and campaign implementation].

Option B: Contractor shall provide the marketing services as outlined in Exhibit A, attached hereto and incorporated by reference. Exhibit A shall detail specific objectives, scope of work, measurable deliverables, timelines, reporting intervals, and performance standards.

Option C: The contractor will be responsible for the following items: [Specific marketing deliverables]

Work Location

Option A: Services shall be performed remotely.

Option B: Services shall be performed onsite at Client's premises at [Client Address].

Sub-Option: Contractor shall be required to attend in-person meetings [Frequency, e.g., weekly, bi-weekly].

Option C: Services shall be performed under a hybrid model, with [Number] days per week onsite at Client's premises and the remaining work performed remotely.

Sub-Option: Contractor is required to work onsite for events at client location.

Client Materials and Access

Option A: Client shall provide Contractor with access to the following materials and systems necessary to perform the Services: [List of materials, software, data, client assets, and access procedures. Specify usage limitations].

Option B: Contractor is responsible for providing all necessary materials and systems to perform the services outlined in this agreement.

Compensation

Option A: Client shall pay Contractor at an hourly rate of $[Hourly Rate] per hour for Services performed.

Option B: Client shall pay Contractor a retainer fee of $[Retainer Fee] per [Frequency, e.g., month].

Option C: Client shall pay Contractor a fee of $[Project Fee] per project or campaign as defined in Exhibit A.

Option D: Client shall pay Contractor based on the following performance metrics: [Performance Metrics].

Sub-Option: Bonus arrangements may be in place to offer rewards above agreed pay.

Payment shall be made within [Number] days of receipt of Contractor’s invoice, which shall include detailed supporting documentation. Invoices shall be submitted [Frequency, e.g., monthly].

Client shall reimburse Contractor for pre-approved out-of-pocket marketing expenses, such as advertising expenses.

Florida sales tax, if applicable, shall be [Paid by Client/Included in Contractor’s Fee].

Late payments shall accrue interest at a rate of [Percentage]% per month or the maximum rate allowed by Florida law.

Intellectual Property

All work product, including creative content, ad collateral, client lists, campaign data, visuals, and reports, created during the term of this Agreement shall be the exclusive property of Client. Contractor hereby assigns all copyrights to Client.

Contractor retains ownership of any pre-existing intellectual property used in the performance of the Services.

Client grants Contractor a non-exclusive, non-transferable license to use Client's intellectual property solely for the purpose of performing the Services.

Confidentiality

Contractor shall maintain the confidentiality of all Client information, including marketing data, customer lists, brand strategies, login credentials, and campaign analytics.

Contractor shall comply with the Florida Uniform Trade Secrets Act.

Upon termination of this Agreement, Contractor shall return or destroy all confidential information.

Independent Contractor Status

Contractor is an independent contractor and not an employee of Client.

Contractor is responsible for all federal and Florida state taxes, self-employment tax, insurance, licenses, and regulatory registrations.

Contractor shall not hold themself out as an employee or agent of Client.

Contractor shall comply with all applicable requirements of the Florida Division of Corporations (Sunbiz) if operating as an LLC or similar entity.

Liability and Indemnification

Contractor shall be liable for any damages arising from Contractor’s negligence, willful misconduct, or breach of this Agreement, including missed deadlines, non-compliant advertising practices, brand guideline violations, misrepresentation, privacy/data losses, and advertising or sweepstakes legal noncompliance.

Contractor shall indemnify and hold harmless Client from any claims, damages, or liabilities arising from Contractor’s acts or omissions.

Insurance

Contractor shall maintain the following insurance coverage:

Option A: General Liability Insurance with minimum coverage of $[Amount].

Option B: Cyber Liability Insurance with minimum coverage of $[Amount].

Option C: Professional Liability (E&O) Insurance with minimum coverage of $[Amount].

Contractor shall provide Client with certificates of insurance upon request.

Non-Solicitation and Non-Circumvention

Contractor shall not solicit Client’s employees or clients during the term of this Agreement and for a period of [Number] years after termination.

Contractor shall not circumvent Client by directly contacting or engaging with Client’s vendors or partners.

Non-Compete

Option A: Contractor shall not engage in any business that competes with Client within a [Radius] mile radius of [City, Florida] for a period of [Number] months after termination of this Agreement. This non-compete clause is compliant with Florida Section 542.335.

Option B: (No Non-Compete) Contractor shall not be subject to a non-compete agreement under the terms of this agreement.

Termination

Option A: This Agreement shall have a term of [Number] months, commencing on the Effective Date.

Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.

Option C: Client may terminate this Agreement immediately for material breach by Contractor.

Upon termination, Contractor shall return all Client assets and confidential materials. Client shall pay Contractor for all Services performed through the date of termination.

Deliverable Approval and Revision

All deliverables are subject to Client approval. Client shall provide feedback within [Number] days of receipt. Contractor shall be allowed [Number] revisions per deliverable.

Subcontracting

Contractor shall not subcontract any of the Services without Client’s prior written consent.

Contractor shall ensure that all subcontractors comply with the terms of this Agreement and all applicable Florida laws.

Florida Compliance

Contractor shall comply with all applicable Florida laws and regulations, including the Florida Telemarketing Act, CAN-SPAM Act, TCPA, FTC rules, and Florida’s truth-in-advertising laws.

Contractor shall ensure compliance with all consumer data privacy laws.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Any disputes arising under this Agreement shall be resolved in the courts of [County] County, Florida.

Option: The parties agree to attempt to resolve any disputes through mediation before resorting to litigation.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including natural disasters specific to Florida.

Notices

All notices under this Agreement shall be in writing and delivered via certified mail or email.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements.

Amendment

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

Assignment

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

Severability

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

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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 Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]