Hawaii marketing independent contractor agreement template

Hawaii Marketing Independent Contractor Agreement

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

• [Client Company Name], a [State of Incorporation] corporation/LLC with its principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Contractor Name], an individual/ a [State of Incorporation] corporation/LLC with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

Client's Phone: [Client Phone]

Client's Email: [Client Email]

Contractor's Phone: [Contractor Phone]

Contractor's Email: [Contractor Email]

1. Statement of Work

• Option A: The Contractor agrees to perform the following marketing services for the Client, as described in Exhibit A (Scope of Work): [Detailed description of marketing services, e.g., digital marketing, social media management, branding, campaign strategy and execution, content creation, advertising, analytics/reporting, event marketing, local marketing initiatives].
  • Specific Deliverables: [List of specific deliverables, e.g., social media posts, blog articles, ad campaigns, marketing plans].
  • Objectives: [Measurable objectives, e.g., increase website traffic by X%, generate Y leads per month].
  • Platforms: [Platforms to be used, e.g., Facebook, Instagram, Google Ads, local print/web media, Hawaii-targeted channels].
  • Performance Standards: [Specific metrics to measure performance].
  • Deadlines: [Specific deadlines for each deliverable].
  • Reporting Schedule: [Weekly/monthly reporting schedule].
• Option B: The Contractor shall perform the services as mutually agreed upon in writing from time to time and documented in separate Statements of Work ("SOW"). Each SOW shall be governed by the terms and conditions of this Agreement.
• In-Person Requirements: [Specify if in-person work is required, e.g., attending local events, meetings].
  • Work Location: [Onsite, remote, or hybrid].
• Access to Client Resources: The Contractor requires access to the following client resources: [List of resources, tools, accounts, or site visits].

2. Compensation

• Option A: The Client shall pay the Contractor a fee of [Dollar Amount] per [Hour/Project].
  • Payment Method: [Hourly, per project, retainer, commission/performance-based, or hybrid].
  • Payment Schedule: [Dates or milestones for payment].
  • Supporting Documentation: [Required supporting documentation, e.g., invoices, campaign performance reports].
  • Client Approval Process: [Process for client approval of invoices/work].
  • Hawaii GET: The Client will/will not withhold Hawaii General Excise Tax (GET) at the rate of [GET Rate]%. Contractor is responsible for remitting GET and all other applicable taxes, unless GET is withheld.
• Option B: Commission-Based Compensation. The Contractor shall receive a commission of [Percentage]% of [Specify the basis of the commission, e.g., gross sales, net profit].
  • Payment Schedule: [Dates or milestones for payment].
  • Supporting Documentation: [Required supporting documentation, e.g., sales reports].
  • Client Approval Process: [Process for client approval of commission calculations].
  • Hawaii GET: The Contractor is responsible for remitting Hawaii General Excise Tax (GET) and all other applicable taxes.
• Reimbursement of Expenses: The Client shall reimburse the Contractor for reasonable and pre-approved business expenses, including [List of expenses, e.g., ad spend, travel to neighboring islands, production costs].

3. Intellectual Property

• Ownership: All work products, creative materials, campaign assets, ad accounts, analytics data, and other intellectual property developed during the term of this Agreement shall belong to the Client upon payment.
• Third-Party Content: The Contractor shall obtain all necessary licenses for any third-party content, open-source, or proprietary software/tools used in connection with the services.

4. Confidentiality and Data Privacy

• Confidential Information: The Contractor shall maintain the confidentiality of all Client and customer data, campaign metrics, and any other information deemed confidential by the Client.
• Data Privacy: The Contractor shall comply with all applicable federal laws (e.g., CAN-SPAM Act) and Hawaii state marketing/privacy laws and local consumer protection rules.

5. Independent Contractor Status

• The Contractor is an independent contractor and not an employee of the Client.
• The Contractor is not entitled to any employee benefits.
• The Client will not withhold income tax or social security.
• The Contractor is solely responsible for GET, state income and federal taxes, insurance, and all business licenses/permits required by the Hawaii Department of Commerce and Consumer Affairs (DCCA).

6. Compliance with Laws

• The Contractor shall comply with all applicable Hawaii and federal laws, including fair advertising practices, anti-spam laws, consumer protection laws, and truth-in-advertising laws.
• If marketing to minors/tourists, the Contractor shall be mindful of special Hawaii legal and cultural considerations.

7. Content Approval and Usage

• All marketing content must be approved by the Client prior to publication.
• The Client retains the right to edit the Contractor's work.
• The Contractor shall obtain the Client's consent prior to using the Client's likeness or branding.
• The Client reserves the right to have the Contractor's work reviewed by legal counsel or cultural sensitivity experts.

8. Change Orders

• Any changes to the scope of work must be documented in a written change order signed by both parties.
• Change orders shall include revised fees and deadlines.

9. Liability and Indemnification

• The Contractor shall indemnify and hold harmless the Client from any claims related to copyright/trademark infringement, misleading advertising, breach of confidentiality, or third-party complaints.
• The Contractor’s liability shall be limited to the value of this agreement.

10. Term and Termination

• Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] unless terminated earlier as provided herein.
  • Project Timeline: [Detailed Project Timeline]
• Renewal: This Agreement may be renewed upon mutual written agreement of the parties.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Termination for Cause: The Client may terminate this Agreement immediately if the Contractor breaches any material term of this Agreement.
• Obligations on Termination: Upon termination, the Contractor shall deliver all current work product to the Client, transfer all relevant accounts/creatives, and submit a final invoice.

11. Non-Circumvention and Non-Solicitation

• During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not directly solicit the Client's customers or employees.

12. Dispute Resolution

• Any disputes arising under this Agreement shall be resolved through negotiation, then mediation/arbitration in Honolulu, Hawaii.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.
• Venue for any legal action shall be in the state courts of Hawaii.
• The prevailing party shall be entitled to recover attorneys' fees and costs.

13. Contractor Representations

• The Contractor is a Hawaii-registered business and is in compliance with all DCCA requirements. [GET License Number] and, if applicable, federal EIN.
• The Contractor shall provide proof of professional liability insurance, if required by the Client. [Insurance Policy Number]

14. Record-Keeping and Audit

• The Contractor shall maintain accurate records related to GET, campaign metrics, and all expenses.
• The Client shall have the right to audit the Contractor's records upon reasonable notice.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including natural disasters (e.g., hurricanes, volcanic activity) or local emergency rules affecting service delivery.

16. Assignment/Subcontracting

The Contractor may not assign or subcontract any of its duties under this Agreement without the prior written consent of the Client. Any permitted subcontractors must also comply with Hawaii law.

17. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.
• Amendment: Any amendment to this Agreement must be in writing and signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Electronic Signatures: Electronic signatures shall be accepted as valid under Hawaii law.

18. Hawaii-Specific Considerations

• This Agreement is subject to Hawaii state-specific consumer protections and DCCA rules on marketing and advertising services.
• The Contractor shall comply with all disclosure requirements for internet and digital marketing contractors working with clients in regulated industries (e.g., real estate, travel, legal services).

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]