Idaho marketing independent contractor agreement template

Idaho Marketing Independent Contractor Agreement

This Idaho Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Name], with a principal place of business at [Client Address], [Client City], Idaho, [Client Zip Code] and, if applicable, Idaho entity business registration information: [Client Business Registration Number] (hereinafter referred to as "Client") and [Contractor Name], residing at [Contractor Address], [Contractor City], Idaho, [Contractor Zip Code] and, if applicable, Idaho business license number: [Contractor Business License Number] (hereinafter referred to as "Contractor").

1. Description of Services

• Option A: Contractor shall provide the following marketing services to Client: [Description of Services, e.g., digital marketing campaigns, SEO, content creation, event marketing], specifically targeting the Idaho market.
• Option B: Contractor shall provide marketing services as described in Exhibit A attached hereto.
• Detailed services include: [Detailed description of tasks, e.g., number of blog posts, SEO keywords, event planning tasks]

2. Project Scope and Deliverables

• Option A: The project scope includes [Detailed description of project scope, e.g., specific marketing campaign, website redesign]. Deliverables include [List of deliverables, e.g., marketing plan, website design mockups, ad copy] in [Required format, e.g., PDF, Word document] format.
• Option B: The specific deliverables, deadlines, and acceptance criteria will be mutually agreed upon in writing and documented in individual project briefs.
• Performance standards: [Describe the expected performance, e.g., minimum click-through rate, conversion rate].
• Reporting and meeting frequency: [Specify how often the contractor will provide reports and attend meetings].

3. Work Location

• Option A: Services will be performed remotely from within Idaho.
• Option B: Services will be performed at Client's premises located at [Client Address], [Client City], Idaho.
• Option C: Services may require travel to events within Idaho. Client will reimburse pre-approved travel expenses, with documentation as required by Client's policy.

4. Compensation

• Option A: Client shall pay Contractor a fixed fee of [Dollar Amount] for the services described herein.
• Option B: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour.
• Option C: Client shall pay Contractor on a milestone-based basis, as follows: [Describe milestones and associated payments].
• Invoices: Contractor shall submit invoices to Client on a [Frequency, e.g., monthly, bi-weekly] basis.
• Payment Timeline: Client shall pay Contractor within [Number] days of receipt of a valid invoice.
• Payment Methods: Payments will be made via [Payment Method, e.g., check, direct deposit].
• Late Payment: Late payments will accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Idaho law, whichever is lower.
• Idaho Sales Tax: Contractor is responsible for all applicable Idaho sales tax related to services rendered, unless otherwise specifically excluded by Idaho law.

5. Equipment and Materials

• Option A: Client will provide Contractor with the necessary equipment and software to perform the services.
• Option B: Contractor will provide all necessary equipment and software to perform the services.
• Marketing materials ownership: All marketing materials purchased by or on behalf of the client are owned by the client.

6. Intellectual Property

All marketing materials, campaign content, data, concepts, and deliverables produced by Contractor for Client under this Agreement are "works made for hire" and shall be the sole and exclusive property of Client under Idaho and federal law.

• License-back: [Specify if any license-back conditions apply].
• Contractor warrants that all deliverables will be free from any third-party intellectual property claims.

7. Confidentiality

Contractor shall hold all Client information, including trade secrets, marketing strategies, customer lists, and campaign performance data, in strict confidence and shall not disclose such information to any third party.

Contractor shall not disclose any Idaho-specific client data to outside parties without prior written consent.

8. Data Privacy and Compliance

Contractor shall comply with all applicable Idaho and federal data privacy laws, including the Idaho Consumer Protection Act, when handling Idaho consumer data.

Contractor shall adhere to all relevant email marketing regulations (e.g., CAN-SPAM Act) and privacy policies related to marketing communications targeting Idaho residents.

9. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client.

Contractor is responsible for maintaining their own Idaho business registration (assumed business name, if applicable), professional licenses (if required), liability insurance, and for self-remitting all applicable Idaho and federal taxes.

10. Representations and Warranties

Contractor represents and warrants that they are qualified and hold all necessary Idaho and federal permits, licenses, and certifications to lawfully perform the marketing services described herein within Idaho.

11. Non-Competition, Non-Solicitation, and Non-Circumvention

• During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not compete with Client within [Geographic Area, e.g., Idaho, specific counties].
• During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit or attempt to solicit any of Client's employees, customers, or vendors located in Idaho.
• During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not circumvent the business relationship between Client and its customers or vendors located in Idaho.

12. Liability and Indemnification

Contractor shall be liable for any damages caused by their breach of this Agreement, late or substandard deliverables, unapproved or unlawful advertising (including violations of the Idaho Consumer Protection Act), infringement on third-party IP rights, or unauthorized data disclosures.

Contractor shall indemnify and hold Client harmless from any claims, losses, or expenses arising out of Contractor's performance of this Agreement.

Client's remedies for Contractor's breach include withholding or seeking repayment, demanding re-performance, or seeking actual damages as permitted by Idaho law.

13. Subcontracting and Assignment

Contractor shall not subcontract or assign any of their obligations under this Agreement without the prior written consent of Client.

Contractor shall ensure that any subcontractors comply with all applicable Idaho laws.

14. Amendments

This Agreement may be amended only by a written instrument signed by both parties. Amendments must specify Idaho as the location of signature.

15. Termination

• Option A: This Agreement shall automatically terminate on [Date].
• Option B: Either party may terminate this Agreement for cause upon [Number] days written notice.
• Option C: Client may terminate this Agreement without cause upon [Number] days written notice.
• Material Breach: Client may terminate this Agreement immediately for material breach, including violation of Idaho law or Client's corporate policies.
• Upon termination, Contractor shall return all Client materials and data and handover all work in progress and related IP rights.

16. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by overnight courier to the addresses set forth above.

17. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation in Idaho.

If mediation is unsuccessful, the dispute shall be resolved by binding arbitration or litigation in an Idaho venue.

18. Governing Law

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

19. Compliance with Laws

Both parties agree to comply with all applicable Idaho laws, marketing-specific federal statutes (such as CAN-SPAM, TCPA, and FTC advertising rules), and Idaho's business conduct standards.

20. 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 but not limited to acts of God, war, terrorism, or natural disasters, including Idaho-specific risks such as weather disruptions affecting events.

21. Insurance

Contractor shall maintain adequate professional liability and errors and omissions insurance coverage at levels suitable for marketing services in Idaho and shall provide proof thereof upon request.

22. Use of Name

Client shall obtain Contractor’s written consent before publicly using Contractor’s name or referring to Contractor in marketing or promotional materials.

23. Severability

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

24. Survival

The provisions regarding intellectual property, confidentiality, non-competition, and indemnification shall survive the termination of this Agreement.

25. 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.

26. 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 Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]