Kentucky marketing independent contractor agreement template

Kentucky Marketing Independent Contractor Agreement

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

[Client Legal Name], a [Client Business Structure, e.g., Kentucky LLC] with its principal place of business at [Client Address], [Client City], Kentucky, [Client Zip Code], hereinafter referred to as “Client,”

Email: [Client Email]

Phone: [Client Phone Number]

and

[Contractor Legal Name], residing at [Contractor Address], [Contractor City], Kentucky, [Contractor Zip Code], or doing business as [Contractor DBA, if any], hereinafter referred to as “Contractor.”

Email: [Contractor Email]

Phone: [Contractor Phone Number]

1. Scope of Services

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

Option A: Digital Marketing Campaigns, including but not limited to, [Specific Digital Marketing Activities, e.g., Google Ads management, Facebook advertising] targeting the Kentucky market.

Option B: Social Media Management for platforms relevant to the Client’s Kentucky target audience, including content creation, scheduling, and engagement.

Deliverable Standards: [Quantifiable Metrics, e.g., X posts per week, Y% engagement rate]

Option C: Content Creation, including blog posts, articles, website copy, and marketing collateral tailored for Kentucky consumers.

Required Materials: The Client will provide [List of Materials, e.g., brand guidelines, product information].

Approval Processes: The Client will approve all content within [Number] business days.

Option D: Search Engine Optimization (SEO) and Search Engine Marketing (SEM) to improve the Client's online visibility in Kentucky search results.

Option E: Event Promotion for Kentucky-based events, including marketing materials and coordination.

Service Period: From [Start Date] to [End Date].

Option F: Media Buying: Plan, negotiate, and execute media buys for Kentucky-based advertising.

Reporting Deadlines: Monthly reports due by the [Day of the Month].

Option G: Branding: Creating and managing the Client’s brand image and identity that resonates with Kentucky consumers.

Option H: Market Research: Conducting market research and analysis on Kentucky-specific target markets and competitor activity.

Objectives: Provide [Specific Objectives].

Option I: Advertising Copy: Writing advertising copy for various mediums including digital, print, and broadcast relevant to the Kentucky market.

Option J: Analytics Reporting: Comprehensive analytics reporting on the effectiveness of all marketing activities and provide insights to the Client.

Workflow Milestones: [List of Key Milestones and Deadlines].

Required Materials: [List of any specific materials needed to perform services, e.g., Ad budgets, design assets].

Option K: [Other marketing services, specify details]

All services will be performed in a professional and timely manner, in accordance with industry standards and Kentucky business practices.

2. Work Location

Option A: Services will be performed remotely from the Contractor's location.

Option B: Services will be performed on-site at the Client's premises located in Kentucky: [Client Office Address].

Kentucky Workplace Safety: Contractor will comply with all applicable Kentucky workplace safety regulations while on-site.

Option C: A combination of remote and on-site work, with on-site work required [Frequency, e.g., once a week] at the Client's Kentucky location.

Local Travel Obligations: Contractor is responsible for travel to and from the Client's location in [City, Kentucky].

3. Compensation

Option A: Hourly Rate: The Contractor will be paid at a rate of [Dollar Amount] per hour for services rendered.

Option B: Project-Based Fee: The Contractor will be paid a fixed fee of [Dollar Amount] for the completion of [Specific Project].

Option C: Retainer Fee: The Contractor will be paid a monthly retainer fee of [Dollar Amount] for ongoing services as defined in Section 1.

Option D: Performance-Based Compensation: The Contractor's compensation will be based on [Specific Performance Metrics, e.g., lead generation, sales conversion], as follows: [Detailed Compensation Structure].

Payment Schedule: Invoices will be submitted [Frequency, e.g., monthly, bi-weekly] and payment is due within [Number] days of invoice receipt.

Billing and Invoicing Procedures: Invoices must include [Required Information, e.g., date, hours worked, description of services].

Kentucky Tax Compliance: As an independent contractor, the Contractor is solely responsible for all applicable federal, state (Kentucky state income tax), and local taxes, including self-employment tax and any applicable occupational licensing compliance requirements in Kentucky. Client will not withhold any taxes.

Reimbursement Policies: The Client will reimburse the Contractor for pre-approved marketing expenses, such as [Types of Expenses, e.g., advertising costs, travel expenses], upon submission of receipts.

Late Payment Interest: Late payments will accrue interest at a rate of [Percentage] per month, up to the maximum rate permitted by Kentucky usury laws.

4. Intellectual Property

Ownership: All intellectual property rights in work product created by the Contractor for the Client, including but not limited to content, designs, and marketing materials, shall be owned by the Client, subject to Kentucky contract law.

Option A: Exclusive Ownership: The Client shall have exclusive ownership of all intellectual property.

Option B: Licensing Rights: The Client shall have a perpetual, non-exclusive license to use the intellectual property.

Option C: Subcontractors: Use of subcontractors requires prior written approval from the Client and any agreement with a subcontractor must include identical intellectual property terms as this agreement.

Protection of Trade Secrets: The Contractor agrees to hold the Client's trade secrets and confidential information in strict confidence, in accordance with the Kentucky Uniform Trade Secrets Act.

Non-Disclosure: The Contractor will not disclose any confidential information about the Client, its business, or its customers to any third party.

Data Safeguarding: The Contractor will safeguard all consumer/customer personal data in accordance with industry standards.

Restrictions on Referencing: The Contractor will not publicly showcase or reference campaign work performed for the client without the express written consent of the Client.

5. Independent Contractor Status

No Employment Relationship: This Agreement does not create an employment relationship between the Client and the Contractor.

Sole Liability for Taxes and Insurance: The Contractor is solely responsible for all applicable federal, state, and local taxes, insurance (including health insurance), and workers' compensation.

Kentucky Workers' Compensation: The Contractor understands that they are not entitled to workers' compensation benefits under Kentucky law from the Client.

Indemnification: The Contractor agrees to indemnify and hold the Client harmless from any claims arising from the misclassification of the Contractor as an independent contractor.

Compliance with Kentucky Insurance Code: The Contractor is responsible for maintaining any necessary insurance coverage as required by the Kentucky Insurance Code.

6. Compliance with Laws and Regulations

Professional Licensing: The Contractor warrants that they possess all required professional licenses or registrations necessary to perform marketing services under Kentucky law, if applicable.

Advertising Regulations: The Contractor agrees to comply with all applicable state and federal advertising regulations, including but not limited to the CAN-SPAM Act, telemarketing/faxing/email marketing restrictions, gambling/lottery/disclosure requirements, and Kentucky consumer protection laws.

Influencer/Endorsement Disclosures: The Contractor will ensure compliance with FTC disclosure requirements for any influencer marketing campaigns using Kentucky influencers.

Kentucky Deceptive Trade Practices Act: Contractor must not participate in deceptive trade practices, as defined by Kentucky law.

7. Liability and Indemnification

Breach of Contract: The Contractor shall be liable for any damages arising from a breach of this Agreement.

Marketing Campaign Failure: The Client acknowledges that marketing campaigns may not always achieve desired results, and the Contractor's liability for such failures shall be limited to [Specific Limitations].

Third-Party Claims: The Contractor agrees to indemnify and hold the Client harmless from any third-party claims arising from the Contractor's services, including but not limited to copyright infringement, defamation, or regulatory actions.

Data Breaches: The Contractor is responsible for securing data and will indemnify the Client for any data breaches caused by the Contractor's negligence.

Remedies: The Client's remedies for the Contractor's breach of this Agreement shall be limited to [Specific Remedies].

Damage Caps: The Contractor's total liability under this agreement shall be capped at [Dollar Amount].

8. Termination

Natural Expiration: This Agreement will automatically terminate upon the completion of the services outlined in Section 1 or on [Date], unless otherwise extended by mutual written agreement.

Minimum/Early Termination Notice: Either party may terminate this Agreement with [Number] days written notice.

Termination for Breach: Either party may terminate this Agreement immediately upon a material breach by the other party.

Termination for Convenience: The Client may terminate this Agreement for convenience with [Number] days written notice.

Post-Termination Transition: Upon termination, the Contractor will promptly transition all work product, data, and accounts to the Client.

Client Control of Data/Accounts: Upon termination, the Client shall have immediate and unrestricted access to all data and accounts related to the marketing services.

Final Settlement: Upon termination, the Client will pay the Contractor all outstanding fees and expenses for services rendered up to the date of termination.

9. Dispute Resolution

Good-Faith Negotiation: The parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through good-faith negotiation.

Mediation/Arbitration: If negotiation fails, the parties agree to [Choose one: mediation or binding arbitration] in [City, Kentucky], under the rules of [Specify Mediation/Arbitration Organization, e.g., American Arbitration Association].

Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Kentucky].

Waiver of Jury Trial: The parties hereby waive their right to a jury trial in any action arising out of or relating to this Agreement to the extent permitted by law.

10. Representations and Warranties

Compliance with Laws: The Contractor represents and warrants that its services will comply with all applicable laws and regulations, including the Kentucky Consumer Protection Act and FTC advertising guidelines.

Authority/Eligibility: The Contractor represents and warrants that they have the authority and eligibility to work as an independent contractor in Kentucky.

11. General Provisions

Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, or government regulation.

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.

Option A: No assignment permitted.

Option B: Assignment permitted with written consent.

Notices: All notices under this Agreement must be in writing and delivered to the addresses specified above.

Amendment: This Agreement may only be amended by a written instrument signed by both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement shall be interpreted so as to be enforceable under Kentucky law.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

12. Insurance

Minimum Coverage: The Contractor shall maintain the following insurance coverage:

General Liability Insurance: [Dollar Amount]

Professional Liability Insurance: [Dollar Amount]

Additional Insured: The Client may request to be named as an additional insured on the Contractor's insurance policy.

Proof of Coverage: The Contractor shall provide the Client with proof of insurance coverage upon request.

13. Access to Client Brand Marks and Tools

Use of Brand Marks: Contractor can only use client brand marks for purposes related to marketing services for the Client and must adhere to Client's brand guidelines.

Access to Client Platforms: For ongoing services, the Client will provide the Contractor with access to necessary third-party platforms or client-owned marketing tools/accounts.

Credential Management: The Contractor will handle login credentials and account access with the highest level of security and confidentiality.

Account Handover: Upon termination of this agreement, the Contractor will promptly hand over all login credentials and account access to the Client.

14. Subcontractors

Client Approval: Use of subcontractors requires prior written approval from the Client.

Written Agreement: Any agreement with a subcontractor must mirror the terms and conditions of this Agreement.

Local Regulatory Compliance: All subcontractors must comply with all applicable Kentucky laws and regulations.

15. Kentucky Marketing Industry-Specific Compliance

CAN-SPAM Act: The Contractor will comply with the CAN-SPAM Act for email marketing activities.

Influencer/Endorsement Disclosures: The Contractor will ensure compliance with FTC disclosure requirements for any influencer marketing campaigns using local Kentucky influencers.

Kentucky Deceptive Trade Practices Law: Contractor must not participate in deceptive trade practices, as defined by Kentucky law.

16. Kentucky Severability and Employment Protections

Kentucky Severability: This agreement is intended to be fully severable under Kentucky law, and if any provision is deemed unenforceable by Kentucky courts, the rest of the agreement should still apply if the provision is not central to the nature of the agreement.

No Kentucky Employment or Labor Protections: It is explicitly acknowledged and agreed that this Agreement does not create an employer-employee relationship and is not subject to any employment or labor protections specific to Kentucky employees.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]