Illinois marketing independent contractor agreement template

Illinois Marketing Independent Contractor Agreement

This 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., Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client,"

and

• [Contractor Legal Name], residing at [Contractor Address], and/or doing business as [Contractor Business Name] (if applicable) with its principal place of business at [Contractor Business Address], hereinafter referred to as "Contractor."

1. Scope of Services

• Option A: Contractor shall perform the following marketing services for Client: [Detailed Description of Marketing Services, e.g., Digital Campaign Management, Social Media Strategy, Content Creation, SEO/SEM, Email Marketing].
• Option B: Contractor shall perform the marketing services as described in Exhibit A attached hereto and incorporated herein by reference.
• Contractor shall comply with all applicable Illinois marketing and advertising laws and regulations.

2. Performance Standards and Deliverables

• Contractor shall deliver the following milestones/deliverables according to the following schedule: [Detailed List of Deliverables, Submission Formats, and Deadlines].
• Contractor shall adhere to the following quality standards: [Specific Quality Standards, e.g., KPIs, Impressions, Conversion Rates].
• Contractor shall provide regular progress reports to Client as follows: [Reporting Frequency and Format].

3. Work Location and Resources

• Option A: Contractor shall perform the services remotely.
• Option B: Contractor shall perform the services onsite at Client's facility located at [Client Facility Address].
• Option C: Contractor shall perform the services at [Third-Party Location].
• Client will provide the following resources to Contractor: [List of Client-Provided Resources].
• Contractor shall use Contractor's own equipment and software, ensuring secure handling of Client's proprietary data pursuant to the Illinois Personal Information Protection Act.

4. Compensation

• Option A: Client shall pay Contractor an hourly rate of [Hourly Rate] per hour.
• Option B: Client shall pay Contractor a fixed fee of [Project Fee] for the completion of the services.
• Option C: Client shall pay Contractor a retainer fee of [Retainer Fee] per [Payment Period, e.g., month].
• Option D: Client shall pay Contractor a commission of [Commission Percentage] based on [Commission Basis, e.g., sales generated].
• Payment shall be made within [Number] days of receipt of a valid invoice.
• Contractor is responsible for all self-employment tax and required Illinois state and local tax filings, including 1099 reporting compliance.
• Reimbursement for approved expenses, pre-authorized by client, shall not exceed applicable Illinois statutory per diem limits.

5. Ownership and Intellectual Property

• Option A: All work product created by Contractor shall be the sole and exclusive property of Client upon payment.
• Option B: Client shall own the copyright to the final deliverable(s), but Contractor retains the rights to utilize for portfolio purposes.
• Contractor shall protect all confidential client data, including Client lists, in accordance with the Illinois Trade Secrets Act and the Illinois Personal Information Protection Act.
• Contractor grants Client a license to use the intellectual property. [Specify License Terms].

6. Confidentiality

• Contractor shall maintain the confidentiality of Client's proprietary business and marketing information.
• During and after the term of this Agreement, Contractor shall not disclose Client's confidential information to any third party.
• Contractor shall not solicit Client's Illinois-based employees or customers for [Duration] following termination of this agreement.
• Contractor will get approval prior to contractor use of finished work for portfolio purposes.

7. Independent Contractor Status

• Contractor is an independent contractor and not an employee of Client.
• Contractor is not entitled to any employee benefits, insurance, unemployment compensation, worker's compensation, or Illinois wage payment guarantees.
• Contractor is responsible for all payroll taxes and insurance obligations, including ACA health insurance, if applicable.
• Contractor shall provide a Certificate of Insurance if required by Client.

8. Subcontracting

• Contractor shall not use subcontractors without the express written consent of Client.
• All permitted subcontractors must enter into similar confidentiality, non-disclosure, and assignment agreements, observing Illinois-specific labor and misclassification laws under the Illinois Employee Classification Act and the Illinois Wage Payment and Collection Act.

9. Liability and Indemnification

• Contractor shall be liable for delays, non-performance, negligence, or violation of advertising laws, including the Illinois Deceptive Trade Practices Act.
• Contractor agrees to indemnify and hold Client harmless from any and all claims, damages, and expenses arising out of Contractor's performance of this Agreement.
• Client shall provide a cure period of [Number] days to correct any deficiencies.

10. Termination

• This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option A: Either party may terminate this Agreement at any time with [Number] days written notice.
• Option B: Client may terminate the agreement with [number] days written notice. Contractor may terminate the agreement only for cause.
• Client may terminate this Agreement immediately for breach, wrongful conduct, criminal conviction, or violation of Illinois law.
• Upon termination, Contractor shall return all Client property and provide a final report.
• Final fees shall be calculated pro rata based on services performed before termination.

11. Dispute Resolution

• The parties shall attempt to resolve any disputes through negotiation and mediation in [County Name] County, Illinois.
• If mediation is unsuccessful, the exclusive jurisdiction and venue for any legal action shall be in the state or federal courts located in [County Name] County, Illinois.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

12. Compliance with Laws

• Contractor shall comply with all applicable Illinois industry-specific regulations, including those regarding sweepstakes, contests, and regulated marketing sectors (e.g., healthcare, alcohol).
• Contractor shall comply with all applicable advertising platform policies, CAN-SPAM and TCPA requirements, where relevant.
• Contractor shall comply with all Illinois and municipal business licensing and registration obligations, including maintaining a valid Illinois Business Tax Number if required.

13. Disclosures and Notices

• Both parties acknowledge receipt of all required disclosures under the Illinois Freedom to Work Act and the Illinois Right to Privacy in the Workplace Act.
• If Contractor collects or processes consumer data, Contractor shall comply with Illinois data breach notification and consumer privacy laws.
• Any required notices shall be delivered to the addresses listed above.

14. Representations and Warranties

• Contractor represents and warrants that all creative content is original and does not infringe upon any third-party rights.
• Contractor represents and warrants that Contractor's use of intellectual property is lawful.

15. Additional Illinois-Specific Provisions

• Contractor shall maintain the following insurance coverage: [Specify Insurance Coverage, e.g., Professional Liability, Cyber/Data Breach Insurance].
• Any amendment to this Agreement must be in writing and signed by both parties.

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]