Iowa marketing independent contractor agreement template

Iowa Marketing Independent Contractor Agreement

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

• [Client Name or Company Name], with a principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Contractor Name or Company Name], with a principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

Client Email: [Client Email]
Client Phone: [Client Phone]
Contractor Email: [Contractor Email]
Contractor Phone: [Contractor Phone]

1. Scope of Services

Contractor agrees to provide the following marketing services to Client: [Detailed description of services, e.g., digital campaign management, content creation, social media strategy, SEM, branding, design, PR, analytics, influencer outreach, event marketing].

• Option A: Detailed Deliverables: The Contractor shall deliver [Quantifiable deliverables, e.g., X blog posts, Y social media updates, Z marketing reports] according to the following standards: [Clearly defined qualitative standards and benchmarks].
• Option B: Campaign Goals and Timelines: The Contractor will aim to achieve the following campaign goals: [Specific campaign goals] within the timeline of [Start Date] to [End Date].
• Option C: Reporting and Communication: The Contractor will provide weekly/monthly progress reports on [Day of the week or month] and communicate any significant issues immediately.

2. Work Location and Resources

The marketing services will be performed:

• Option A: Remotely.
• Option B: In-person at [Client Location]. Contractor will be expected to be present at client sites or events as needed.
• Option C: Hybrid. Combination of remote and in-person work. Specifically, [Specific in-person requirements].

The Client will provide access to [Platforms, proprietary software, third-party marketing tools] with the following access credentials and usage restrictions: [Details of access and restrictions].

3. Compliance with Laws and Ethical Standards

Contractor shall comply with all applicable professional, legal, and ethical marketing rules, including but not limited to:

• Iowa Administrative Code pertaining to advertising practices.
• Digital and telemarketing requirements under Iowa law.
• Social media disclosure requirements.
• Anti-spam laws and do-not-call list compliance.
• Industry codes of conduct, including truth-in-marketing requirements.

4. Compensation

Client shall compensate Contractor as follows:

• Option A: Fixed Fee: A fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour. Contractor will submit invoices detailing the hours worked.
• Option C: Retainer: A retainer of [Dollar Amount] per [Month/Quarter].
• Option D: Performance-Based: [Describe the performance metrics and corresponding payments].

Payment will be made within [Number] days of receipt of a valid invoice.
Reimbursement Policy: Client will reimburse pre-approved expenses for [Specifically defined reimbursable marketing costs in alignment with IRS and Iowa tax rules].
Late Payment Penalties: Late payments will incur a penalty of [Percentage or Dollar Amount] per month.

5. Work Product and Intellectual Property

All creative concepts, digital content, ad copy, graphics, campaign data, analytics, trademarks, and other materials generated by Contractor under this Agreement shall be considered "work-for-hire" under Iowa law.

• Option A: Ownership: All rights, title, and interest in the work product, including intellectual property rights, shall vest exclusively in Client upon full payment.
• Option B: Copyright/Trademark Applications: Client reserves the right to file copyright or trademark applications for the work product.

6. Data Privacy, Confidentiality, and Cybersecurity

Contractor shall maintain strict confidentiality regarding Client's information and campaign data.

• Contractor shall not disclose any confidential information to third parties.
• Contractor shall comply with all applicable federal and Iowa data breach notification laws.
• Upon termination of this Agreement, Contractor shall return or destroy all Client data and remove access to all digital assets.

7. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client.

• Contractor is not eligible for any employee benefits.
• Contractor is responsible for all federal and state income taxes, self-employment taxes (FICA/Medicare), unemployment insurance, and workers' compensation insurance.
• Client will file Form 1099-NEC for Contractor.
• Contractor is compliant with Iowa Department of Revenue rules for independent contractors.
• Client has no obligation to pay Iowa state unemployment insurance or workers' compensation for Contractor.

8. Non-Competition, Non-Solicitation, and Non-Disparagement

During the term of this Agreement and for a period of [Number] months/years thereafter, Contractor shall not:

• Option A: Non-Competition: Engage in any business that competes with Client's business within [Geographic Area].
• Option B: Non-Solicitation: Solicit or attempt to solicit any of Client's employees or customers.
• Option C: Non-Disparagement: Make any disparaging remarks about Client or its business.

These clauses are tailored to Iowa's requirements for enforceability.

9. Liability and Indemnification

Contractor shall be liable for any breach of this Agreement, errors, misrepresentations, copyright infringement, false advertising, or violations of law.

• Contractor shall indemnify and hold Client harmless from any third-party claims arising from Contractor's work.
• Option A: Insurance: Contractor shall maintain professional liability (errors and omissions) insurance in the amount of [Dollar Amount].

10. Subcontracting

Contractor shall not subcontract any of the services under this Agreement without Client's express written approval. All subcontractors must agree to the same confidentiality and performance obligations as Contractor.

11. Termination

This Agreement may be terminated as follows:

• Option A: Natural Expiration: Upon the completion of the services described in Section 1.
• Option B: Early Termination for Convenience: By either party with [Number] days written notice.
• Option C: Termination for Cause: By Client immediately upon Contractor's material breach, unethical conduct, legal non-compliance, or non-performance.

Effect of Termination: Upon termination, Contractor shall be paid for services performed up to the date of termination. Contractor shall hand over all completed and partially completed deliverables and access credentials to Client.

12. Dispute Resolution

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

• Good Faith Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Option A: Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Iowa].
• Option B: Arbitration: If mediation fails (or if mediation is not selected) , the parties agree to binding arbitration in accordance with the rules of [Arbitration Association].

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. The exclusive venue for any litigation shall be in the state courts located in [County], Iowa.

13. Ongoing Compliance

Contractor shall remain compliant with all changes in Iowa or federal regulations relevant to marketing services.

14. Amendments

This Agreement may be amended or modified only by a written instrument signed by both parties.

15. Records Retention and Audit

Contractor shall retain records relating to the services provided under this agreement for a period of [Number] years. Client shall have the right to audit campaign results and financial records.

16. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control.
• 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.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Assignment: This Agreement may not be assigned or transferred by either party without the prior written consent of the other party.

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

____________________________
[Client Name/Company Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

____________________________
[Contractor Name/Company Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]

* Attached: Contractor's W-9 form.