Maryland marketing independent contractor agreement template

Maryland Marketing Independent Contractor Agreement

This Maryland Marketing Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Client Name], a [Client Type, e.g., Corporation] with its principal place of business at [Client Address], Email: [Client Email], Phone: [Client Phone] (hereinafter referred to as "Client"),
• and
• [Contractor Name], a [Contractor Type, e.g., Sole Proprietorship] with its principal place of business at [Contractor Address], Email: [Contractor Email], Phone: [Contractor Phone] (hereinafter referred to as "Contractor").

1. Scope of Services

• Option A: The Contractor shall provide the following marketing services to the Client (the "Services"): [Detailed Description of Services, e.g., Digital Campaign Management, Social Media Strategy, Content Creation, SEO/SEM Implementation, Branding Consultation, Market Research, Analytics Reporting, and Event Promotion]. Deliverables include: [List of Deliverables]. Key Performance Indicators (KPIs) are: [List of KPIs]. Deadlines: [Specific Deadlines]. Project Phases: [Description of Project Phases]. Approval Points: [Description of Approval Points].
• Option B: The Contractor will perform marketing services as described in Exhibit A attached hereto. Any changes to Exhibit A must be mutually agreed upon in writing.
• Option C: The Contractor will provide marketing consulting services to the client. The scope of these services shall be limited to [Specific limitations].

2. Work Location

• Option A: The Contractor will perform the Services remotely.
• Option B: The Contractor will perform the Services on-site at the Client's business address located at [Client Address]. The Contractor will attend meetings as needed.
• Option C: Hybrid Arrangement: The Contractor will perform the Services both remotely and on-site as required. On-site presence is required [Frequency/Schedule, e.g., twice per week, as requested]. The Contractor will adhere to all Client security protocols for sensitive client data and systems access.

3. Compensation

• Option A: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Hourly Rate].
• Option B: Per-Project Fee: The Client shall pay the Contractor a fixed fee of [Project Fee] for the completion of the Services described in Section 1.
• Option C: Retainer Fee: The Client shall pay the Contractor a monthly retainer fee of [Retainer Fee]. This retainer covers [Scope of Work Covered by Retainer].
• Option D: Commission-Based: The Contractor will receive a commission of [Commission Percentage]% on [Basis for Commission, e.g., gross sales generated by the marketing campaign].
• Option E: Hybrid Compensation: A combination of [Hourly Rate, Project Fee, Retainer Fee, or Commission]. Explain the compensation structure: [Detailed Explanation of Hybrid Compensation].

Invoicing Procedure: The Contractor shall submit invoices to the Client [Frequency, e.g., monthly]. Payment is due within [Number] days of invoice receipt. Acceptable payment methods: [Payment Methods, e.g., Check, ACH Transfer]. Reimbursement Policies: The Client will reimburse the Contractor for pre-approved expenses, such as [List of Reimbursable Expenses, e.g., ad spend, travel within Maryland], upon submission of receipts. Maryland Sales Tax: Contractor is responsible for collection and remittance of applicable Maryland sales tax. Late Payment Penalties: Late payments will incur a penalty of [Penalty Percentage]% per month.

4. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee, partner, or agent of the Client. The Contractor is responsible for all self-employment taxes and business registration with the Maryland Department of Assessments and Taxation. The Contractor is not eligible for any employee benefits provided by the Client. The Contractor shall carry appropriate business insurance as required under Maryland law, including but not limited to general liability insurance.

5. Intellectual Property

• Option A: All marketing materials, creative works, campaign strategies, and data created by the Contractor in connection with the Services shall be owned by the Client. The Contractor hereby assigns all rights, title, and interest in such materials to the Client.
• Option B: Ownership of pre-existing materials will remain with the Contractor. The Contractor grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use these materials as part of the deliverables.
• Option C: The parties will jointly own intellectual property created during the contract. [Define terms of joint ownership].

6. Confidentiality and Data Privacy

The Contractor agrees to hold all Client information, including client lists, proprietary information, and marketing strategies, in strict confidence. The Contractor shall comply with all applicable Maryland and federal privacy laws, including Maryland’s Personal Information Protection Act. The Contractor shall execute a Non-Disclosure Agreement (NDA) if required by the Client. The contractor must comply with the [Compliance standard].

7. Compliance with Laws

The Contractor shall comply with all applicable Maryland and federal marketing and advertising regulations, including FTC truth-in-advertising requirements, CAN-SPAM Act, telemarketing rules, social media platform rules, and Maryland’s Commercial Law Articles related to deceptive practices.

8. Client Review and Feedback

The Client shall provide feedback on marketing deliverables within [Number] days of receipt. The Contractor will make revisions based on the Client's feedback, with a maximum of [Number] revision rounds. Final acceptance or rejection of work will be determined by the client within [Number] days of submission.

9. Use of Case Studies

Neither party shall use or publish case studies or project results without the prior written consent of the other party. Use of Client branding is restricted to the scope of this Agreement.

10. Non-Solicitation/Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit, directly or indirectly, any employee or client of the Client.
• Option B: Non-Compete: During the term of this Agreement and for a period of [Number] months following its termination, within [Geographic Area, e.g., Maryland, specific counties], the Contractor shall not engage in any business that is directly competitive with the Client's business. This clause complies with Md. Code, Labor & Employment § 3-716.
• Option C: No Non-Solicitation or Non-Compete restrictions apply.

11. Liability and Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's breach of this Agreement, negligence, willful misconduct, infringement of third-party rights, unauthorized disclosure of confidential information, or misuse of Client resources. The Client will indemnify and hold harmless the Contractor from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Client's breach of this agreement. The liability of the [Party - Client or Contractor] shall be capped at [Dollar Amount].

12. Contract Modification

This Agreement may be modified only by a written instrument signed by both parties. Email signatures are [Acceptable/Not Acceptable]. Maryland-authorized electronic transactions are [Acceptable/Not Acceptable].

13. Termination

• Option A: This Agreement shall continue for a fixed term of [Number] months, commencing on [Start Date] and ending on [End Date].
• Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option C: This agreement may be terminated immediately for breach of contract or non-performance.

Upon termination, the Contractor shall return all Client property and deliver all completed work. The Client shall pay the Contractor for all Services performed up to the date of termination.

14. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration] in Maryland. If mediation is unsuccessful, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association. The venue for any litigation shall be in [County Name] County, Maryland. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

15. Authority

Both parties represent and warrant that they are authorized to enter into this Agreement. The Contractor is responsible for compliance with all applicable Maryland business licensing and registration rules. If the Client is a government entity, the Contractor acknowledges and understands any potential conflict with public contracts.

16. Insurance

The Contractor shall maintain general liability and professional liability insurance with coverage amounts consistent with Maryland market practice and provide proof of coverage upon request.

17. Representations and Warranties

The Contractor represents and warrants that all information provided to the Client is accurate and that the Contractor has the right to use any third-party content incorporated into the Services. The client represents and warrants that it will fully cooperate with the contractor in providing the services under this agreement.

18. Assignment and Subcontracting

The Contractor may [May/May Not] assign or delegate its obligations under this Agreement. Subcontracting is [Permitted/Not Permitted] with prior written approval from the Client.

19. Recordkeeping and Audit Rights

The Contractor shall maintain accurate records of all Services performed and expenses incurred. The Client shall have the right to audit such records upon reasonable notice, particularly if payment is tied to results or ad spend.

20. Integration and Severability

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. If any provision of this Agreement is held to be invalid or unenforceable under Maryland law, the remaining provisions shall remain in full force and effect.

21. Statutory Disclosures

The Contractor shall provide any required Maryland statutory disclosures, notices, and consumer protection warnings relevant to the marketing services provided.

22. Testimonials and References

Either party reserves the right to use or withhold testimonials, references, or public announcements regarding the relationship or project, subject to Client approval.

23. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, weather events specific to Maryland, or other regional events.

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]