Indiana marketing independent contractor agreement template

Indiana Marketing Independent Contractor Agreement

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

[Client Full Legal Name], located at [Client Address], email [Client Email], phone [Client Phone] (the “Client”),

and

[Contractor Full Legal Name], located at [Contractor Address], email [Contractor Email], phone [Contractor Phone] (the “Contractor”).

1. Scope of Marketing Services

The Contractor agrees to provide the following marketing services to the Client:

Option A: Digital Marketing Campaigns: Includes planning, execution, and analysis of digital advertising campaigns on platforms such as Google Ads, Facebook Ads, and LinkedIn Ads. Deliverables include weekly reports on campaign performance and recommendations for optimization. The objective is to increase lead generation by [Percentage]% within [Number] months.

Option B: Social Media Management: Includes content creation, community engagement, and social media advertising across platforms such as Facebook, Instagram, and Twitter. Deliverables include a monthly content calendar, daily monitoring of social media channels, and a monthly performance report.

Option C: Content Creation: Includes writing blog posts, articles, website copy, and other marketing materials. Deliverables include [Number] blog posts per month, [Number] articles per quarter, and revisions as requested by the Client.

Option D: Search Engine Optimization (SEO): Includes keyword research, on-page optimization, link building, and technical SEO. Deliverables include a monthly SEO report with keyword rankings, website traffic, and recommendations for improvement.

Option E: [Other Marketing-Related Services, be Specific]: [Include detailed description of services, deliverables, standards of performance, program objectives and service timeline]

The service timeline is as follows: [Detailed service timeline including deadlines, milestones, and regular reporting requirements]. These are tailored to the Indiana market or industry nuances.

2. Work Location and Availability

Option A: On-Site: The Contractor will perform the services at the Client's office located in [City, Indiana] during regular business hours.

Option B: Remote Within Indiana: The Contractor will perform the services remotely from a location within the state of Indiana.

Option C: Mixed: The Contractor will perform the services both on-site and remotely. The Contractor is required to be present at the Client's office for meetings and marketing events such as trade shows in Indiana (e.g., trade show at [Venue Name] in [City]), which require physical presence, and are scheduled as follows: [Meeting/Event Schedule].

The Contractor is required to be available [Number] hours per week during the hours of [Start Time] to [End Time] (Eastern Time).

The Contractor must use the Client's materials, premises, or digital platforms as follows: [Specific requirements for usage].

3. Materials and Access

Option A: Client Provided: The Client will provide all necessary marketing materials, access to client systems or data, software, and third-party services or subscriptions.

Option B: Contractor Provided: The Contractor will provide all necessary marketing materials, software, and third-party services or subscriptions.

Option C: Combination: The Client will provide [List of Client-provided items], and the Contractor will provide [List of Contractor-provided items].

Ownership of materials will be as follows: [Ownership details for each party’s provided items].

4. Compensation and Expenses

Option A: Fixed Fee: The Client will pay the Contractor a fixed fee of [Dollar Amount] per [Time Period, e.g., month, project].

Option B: Hourly Rate: The Client will pay the Contractor an hourly rate of [Dollar Amount].

Option C: Per Campaign/Project: The Client will pay the Contractor [Dollar Amount] per completed campaign/project, as defined in the project scope.

Option D: Performance-Based: The Client will pay the Contractor based on the following KPIs: [List of KPIs relevant to Indiana markets]. The compensation will be calculated as follows: [Calculation Method].

Approved expenses include: ad spends, third-party costs, and travel within Indiana, with receipts required for all reimbursements. Ad spends require pre-approval by [Client Representative].

Reimbursement process: The Contractor must submit an invoice for expenses with supporting documentation. Reimbursement will be made within [Number] days of invoice receipt.

Payment will be made [Payment Interval, e.g., weekly, bi-weekly, monthly] upon receipt of an invoice. Payments will be made via [Payment Method, e.g., check, ACH transfer] to [Bank Name and Account Information, if required].

The Contractor is responsible for all applicable Indiana sales/use tax and federal self-employment tax. The Contractor will complete a W-9 form prior to receiving payment. The Contractor is responsible for all state, local, and federal tax filings and contributions.

5. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship under Indiana law. In accordance with Indiana’s ABC Test, the Contractor: (A) is free from the control or direction of the Client in connection with the performance of the service, both under the contract for the performance of service and in fact; (B) is performing services outside the usual course of the Client's business; and (C) is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the service performed. See [Indiana Case Law Reference, if applicable]. The Contractor is not entitled to any employee benefits, including but not limited to health insurance, paid time off, or retirement benefits. The Contractor will provide their own insurance (including professional liability insurance if required). The Contractor will not be covered by the Client's workers' compensation or unemployment insurance under Indiana law.

6. Ownership of Work Product

All marketing work product, campaign data, brand assets, creative materials, know-how, software code, and original IP developed by the Contractor in connection with this Agreement shall be the sole and exclusive property of the Client and shall be considered "work made for hire" to the extent permitted under Indiana law. The Contractor hereby assigns to the Client all right, title, and interest in and to such work product. The Contractor warrants that the work product does not infringe upon the intellectual property rights of any third party.

7. Confidentiality

The Contractor agrees to hold confidential all proprietary information, client lists, campaign analytics, trade secrets, and other confidential information of the Client. The Contractor agrees to comply with all applicable NDAs.

The Contractor shall not use sensitive or access-restricted data except as required by the project specifications. The Contractor shall safeguard all digital assets, credentials, and client databases, following the client's provided instructions.

The Contractor agrees to comply with all applicable Indiana and industry-specific data privacy regulations, including the Safeguards Rule if handling personal consumer information.

8. Subcontractors

Option A: No Subcontractors: The Contractor shall not use any subcontractors to perform the services under this Agreement.

Option B: Subcontractors Allowed with Consent: The Contractor may use subcontractors to perform the services under this Agreement with the prior written consent of the Client. Any subcontractors must comply with the terms of this Agreement.

Option C: Pre-Approved Subcontractors: The Contractor may use the following pre-approved subcontractors: [List of Pre-Approved Subcontractors].

The Contractor acknowledges that background checks and/or noncompete agreements may be required for subcontractors, to the extent enforceable under Indiana law. (Note Indiana’s stance on noncompetes and limitations for independent contractors).

9. Liability and Indemnification

The Contractor shall be liable for any breach of this Agreement, including but not limited to missed deliverables, underperformance, IP infringement, advertising regulatory violations, breaches of confidentiality, false advertising, or unauthorized use of Client property.

Remedies for breach include: [List of Remedies].

The Client's liability shall be limited to the amount paid to the Contractor under this Agreement. The Contractor agrees to indemnify and hold harmless the Client from any and all third-party claims arising out of or relating to the Contractor's performance of the services under this Agreement.

10. Term and Termination

Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] months, expiring on [End Date].

Option B: Ongoing: This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.

This Agreement may be terminated as follows:

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

Termination for Cause: The Client may terminate this Agreement immediately for cause, including but not limited to material breach, ethical violation, or legal noncompliance.

Upon termination, the Contractor shall transition or handover all deliverables to the Client. The Client shall make a final payment to the Contractor for services rendered up to the date of termination. The Contractor shall securely destroy or return all client assets upon termination.

11. Compliance with Laws

The Contractor shall comply with all applicable Indiana, local, and federal laws and marketing industry regulations, including anti-fraud advertising standards (such as FTC, Indiana Attorney General requirements), CAN-SPAM Act compliance for email marketing, and Indiana-specific data breach notification laws if handling client or consumer data.

12. Dispute Resolution

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

Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.

Mediation/Arbitration: If negotiation fails, the parties shall submit the dispute to mediation or arbitration in [City, Indiana].

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. The parties agree to submit to the jurisdiction of the courts located in [County, Indiana].

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event, including but not limited to acts of God, war, terrorism, or natural disaster. The definition of excusable events is subject to Indiana law.

14. Recordkeeping

The Contractor shall maintain accurate records of all services performed under this Agreement for IRS and Indiana DOR audit compliance and shall retain all service documentation for a period of [Number] years.

15. Licenses and Insurance

The Contractor represents and warrants that they possess all required licenses and permits to perform the services under this Agreement. The Contractor shall maintain business registration or insurance as applicable to Indiana marketing service providers. Proof of such licenses, permits, registration and insurance shall be provided to the Client upon request.

16. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth in the introductory paragraph of this Agreement.

For the Client: [Client Name, Address]

For the Contractor: [Contractor Name, Address]

17. 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.

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

[Client Signature]

[Client Printed Name]

[Client Title]

[Client Capacity]

[Contractor Signature]

[Contractor Printed Name]

[Contractor Title]

[Contractor Capacity]