Georgia marketing independent contractor agreement template

Georgia Marketing Independent Contractor Agreement

This Georgia Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Client Legal Name], a [Client Business Type, e.g., Georgia corporation] with its principal place of business at [Client Address], Phone: [Client Phone], Email: [Client Email] (the “Client”),

and

• [Contractor Legal Name], an independent contractor with its principal place of business/residence at [Contractor Address], Phone: [Contractor Phone], Email: [Contractor Email] (the “Contractor”).

1. Scope of Services

The Contractor agrees to provide the following marketing services to the Client (the "Services"):

• Option A: Digital Marketing: The Contractor will manage the Client's digital marketing efforts, including but not limited to SEO, PPC management, social media marketing (specify platforms), and email marketing. Deliverables will include monthly performance reports, campaign analysis, and content calendars. Project Milestones are weekly performance reports, bi-weekly meetings to strategize, and monthly analysis. The approved platforms are [list of platforms] and channels are [list of channels]. Key performance metrics are [list of metrics].
• Option B: Content Creation: The Contractor will create marketing content, including blog posts, articles, website copy, social media posts, and video scripts. Deliverables will include [Number] pieces of content per [Time Period]. Project Milestones are outlines by [Date], rough drafts by [Date], and completed by [Date]. Key performance metrics are [list of metrics].
• Option C: Other Marketing Services: [Describe specific services in detail]. Deliverables will include [List Deliverables]. Project Milestones are [list of milestones]. Approved Platforms/Channels are [list of platforms and channels]. Key performance metrics are [list of metrics].

2. Place of Performance

The Services shall be performed:

• Option A: On-site at the Client's Georgia location: [Client Address]. The Contractor shall adhere to Client's on-site policies and procedures, including attendance at events, and use of client provided equipment, and access to the Client's software and data.
• Option B: Remotely from the Contractor's office.
• Option C: Hybrid: A combination of on-site and remote work as agreed upon by both parties. [Specify the percentage of time on site]% on site at [Location].

3. Compensation

The Client shall compensate the Contractor for the Services as follows:

• Option A: Hourly Rate: [Dollar Amount] per hour. The Contractor will submit detailed invoices to the Client on a [Frequency, e.g., weekly, bi-weekly, monthly] basis.
• Option B: Monthly Retainer: [Dollar Amount] per month, payable on the [Day] of each month.
• Option C: Project-Based Fee: [Dollar Amount] for the completion of the project outlined in Section 1. Payments will be made according to the following schedule: [Payment Schedule].
• Option D: Commission: [Percentage]% commission on [Specific results/sales].

The contractor is responsible for all applicable Georgia state taxes. The contractor will receive form 1099-NEC.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Parties agree that this Agreement does not create an employer-employee relationship under Georgia law (O.C.G.A. § 34-8-35 et seq.). The Contractor is responsible for all federal, state, and local taxes, including self-employment tax, Georgia income tax, insurance, benefits, workers' compensation (if applicable and waivable under Georgia law), unemployment, and Social Security contributions. The Contractor determines the method, details, and means of performing the services.

5. Intellectual Property

• Option A: Ownership by Client: All deliverables, works created, and marketing assets, including copyright, trademark, trade secrets, website content, logos, creative materials, ad accounts, and customer data, shall become the sole property of the Client upon payment. Moral rights are waived to the extent permitted by law. Work for hire applies to the extent enforceable under Georgia and federal law.
• Option B: Contractor Retains Rights: The Contractor retains ownership of the intellectual property, granting the Client a license to use the deliverables for [Specific Purpose].
• Option C: Shared Ownership: The Parties will share ownership of the intellectual property according to the following terms: [Specify Terms]. The Contractor retains residual rights and portfolio usage rights, limited by Georgia fair use and professional standards.

6. Confidentiality

The Contractor agrees to hold all non-public business information of the Client in strict confidence and to comply with the Georgia Uniform Trade Secrets Act (O.C.G.A. § 10-1-760 et seq.). This includes, but is not limited to, customer lists, marketing strategies, and financial information. The Contractor shall also comply with all applicable privacy laws and third-party data protection regulations.

7. Non-Competition/Non-Solicitation (If Applicable)

If included, these clauses are narrowly tailored to comply with the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.).

• Option A: Non-Competition: The Contractor agrees not to engage in any business that competes with the Client's business within [Geographic Area within Georgia] for a period of [Duration] after the termination of this Agreement. The prohibited activities include [list of prohibited activities].
• Option B: Non-Solicitation: The Contractor agrees not to solicit any of the Client's employees or customers for a period of [Duration] after the termination of this Agreement.
• Option C: No Non-Competition/Non-Solicitation.

8. Licenses and Insurance

The Contractor shall obtain and maintain all necessary marketing-related licenses, business registrations, and insurance as required for independent contractors operating or soliciting business within Georgia.

9. Compliance with Laws

The Contractor shall comply with all relevant federal, state, and local marketing, advertising, and anti-spam/consumer protection regulations, including O.C.G.A. § 10-1-393 for fair business practices, Federal Trade Commission guidelines, and applicable Georgia professional standards.

10. Modifications

Any modifications to this Agreement must be in writing and signed by both parties.

11. Breach and Termination

• Option A: Breach: If the Contractor fails to meet deadlines, creates non-compliant marketing material, or fails to achieve specified results, the Client may provide written notice of breach. The Contractor shall have [Number] days to cure the breach.
• Option B: Termination for Convenience: Either party may terminate this Agreement for convenience with [Number] days' written notice.

The Client's liability is limited to the amount paid to the Contractor. Lost profits and indirect damages are excluded. Dispute resolutions follow the method specified below. Upon termination, all outstanding fees shall be paid, confidential information returned, and accounts transferred to the Client.

12. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• Step 1: Good-faith negotiation between the parties.
• Step 2: Mediation in [City, Georgia].
• Step 3: Binding arbitration in [City, Georgia], in accordance with the rules of [Arbitration Organization].

Georgia law shall govern this Agreement, and the venue for any legal action shall be [County] County Superior Court.

13. Term

This Agreement shall commence on [Start Date] and shall continue until [End Date] unless terminated earlier as provided herein.

14. Representations and Warranties

The Contractor represents and warrants that the Services will not infringe upon any third-party rights, that the work is original, and that there are no hidden conflicts of interest. The Contractor shall use truthful marketing practices as required by Georgia law.

15. Record Keeping and Audit

The Contractor shall maintain records of services, marketing analytics, campaign metrics, and billing receipts for [Number] years. The Client has limited audit rights for verifying Georgia sales tax or deliverable compliance.

16. Subcontractors

The Contractor shall not use subcontractors without the Client's advance written consent. The Contractor is responsible for ensuring that any subcontractors meet legal and professional standards.

17. Notices

All notices shall be in writing and sent to the addresses listed above.

18. Entire Agreement

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

19. Severability

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

20. Waiver

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

21. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

22. 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, but not limited to, weather events and critical internet outages common in the Georgia marketing industry.

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

____________________________
[Client Legal Name]

____________________________
[Contractor Legal Name]