Michigan marketing independent contractor agreement template

Michigan Marketing Independent Contractor Agreement

This Michigan Marketing Independent Contractor Agreement (the “Agreement”) is made as of this [Date] day of [Month], [Year], by and between:

[Client Full Legal Name], a [Client Business Structure, e.g., Michigan LLC] with its principal place of business at [Client Address] (“Client”),

and

[Contractor Full Legal Name], residing at [Contractor Address] or a [Contractor Business Structure, e.g., Sole Proprietorship], with its principal place of business at [Contractor Business Address (if different)] (“Contractor”).

1. Scope of Services

Option A: The Contractor shall provide the following marketing services to the Client: [Detailed description of marketing services, including specific tasks such as social media management, digital campaign creation, branding strategy, content development, market research, advertising placement, SEO/SEM, analytics reporting, event promotion, and any other specific campaigns or consulting.]

Option B: The Contractor shall provide marketing services as described in Exhibit A, attached hereto and incorporated by reference.

2. Deliverables

Option A: The Contractor shall deliver the following: [Detailed description of deliverables, including specific assets, reports, and milestones. Example: 10 social media posts per week, a monthly analytics report, a completed SEO audit, etc.] These deliverables must meet the following objective standards: [Specify objective standards, e.g., engagement rate, conversion rate, search ranking.]

Option B: Deliverables will be defined and agreed upon in writing for each individual project assignment.

3. Timeline and Milestones

Option A: The Contractor shall complete the services according to the following timeline: [Specify timelines, campaign milestones, approval processes for creative work or ad spend.]

Option B: The timeline for each project will be determined and agreed upon prior to the project start date.

4. Work Modalities

Option A: The Contractor will perform services remotely.

Option B: The Contractor will perform services onsite at the Client's Michigan business location(s) [Specify Location(s)].

Option C: Client will provide the Contractor with access to the following systems/platforms: [List systems/platforms].

Option D: Meetings will be held [Specify frequency, e.g., weekly, bi-weekly] via [Specify method, e.g., video conference, in-person].

5. Subcontracting

Option A: The Contractor shall not subcontract any portion of the services without the prior written consent of the Client.

Option B: The Contractor may subcontract the following specific services: [List specific services], subject to the Client's approval of the subcontractor.

6. Compensation

Option A: The Contractor shall be compensated at an hourly rate of [Dollar Amount] per hour.

Option B: The Contractor shall be compensated on a project basis as follows: [Description of project fees.]

Option C: The Contractor shall receive a retainer of [Dollar Amount] per [Time Period, e.g., month].

Option D: The Contractor shall receive a commission of [Percentage]% on [Specify basis for commission, e.g., sales generated].

Option E: The Contractor may receive a performance or results-based bonus of [Dollar Amount] based on [Criteria for bonus].

Total Estimated Value: [Dollar Amount] (if applicable).

7. Payment Schedule

Option A: The Client shall pay the Contractor within [Number] days of receiving an invoice.

Option B: The Client shall pay the Contractor according to the following schedule: [Specify dates, deliverable triggers, or approval benchmarks.]

Invoices shall include [Required Documentation, e.g., time sheets, project reports].

Allowable expenses include: [List Allowable Expenses].

Reimbursement for approved third-party costs will be made within [Number] days of invoice submission with receipts.

Late payment penalty: [Specify late payment penalty pursuant to Michigan law.]

Contractor is responsible for all applicable Michigan sales/use taxes. The treatment of advertising budgets shall be: [Describe how advertising budgets are handled, including responsibility for payment and reconciliation.]

8. Taxes

Contractor is solely responsible for all tax filings, estimated tax payments, and self-employment taxes.

Contractor shall provide Client with a completed W-9 form prior to the first payment.

9. Ownership of Work Product and Intellectual Property

Option A: All work product, intellectual property (copyright, trademark, creative assets, campaign data) created by the Contractor in connection with this Agreement shall be owned by the Client upon full payment.

Option B: The Contractor retains ownership of pre-existing materials; however, the Client is granted a [Specify type of license, e.g., perpetual, non-exclusive] license to use such materials.

Upon termination of this Agreement, the Contractor shall return or destroy all Client confidential materials.

Confidentiality and trade secret protection are governed by the Michigan Uniform Trade Secrets Act.

10. Confidentiality

Contractor agrees not to disclose Client's marketing strategy, customer data, or business information.

11. Non-Solicitation

During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit the Client's clients, employees, or vendors.

12. Non-Compete

If required, a non-compete provision is included in Exhibit B with reasonable scope, duration, and geography, compliant with enforceability standards under Michigan law. [If no non-compete, state: No Non-Compete applies.]

13. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship under Michigan law.

Contractor is not entitled to benefits, workers' compensation, or unemployment insurance.

Contractor is responsible for obtaining all necessary licenses and insurance.

Contractor has no authority to bind the Client contractually.

The parties intend that all independent contractor tests under Michigan wage and labor regulations are satisfied.

14. Insurance

Option A: The Contractor shall maintain general liability insurance with coverage of at least [Dollar Amount].

Option B: The Contractor shall maintain errors and omissions insurance with coverage of at least [Dollar Amount].

Option C: No insurance is required.

15. Dispute Resolution

The parties shall attempt to resolve any disputes through good faith negotiation.

If negotiation fails, the parties agree to Michigan-based mediation/arbitration.

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. Any litigation shall be venued in [Specify County] County, Michigan.

16. Termination

This Agreement may be terminated:

Upon completion of the services.

For breach of this Agreement, with a [Number] day cure period.

For convenience, with [Number] days' written notice.

By mutual agreement.

Upon termination, the Contractor shall return all Client property and transition any unfinished campaigns or materials. Final settlement will be made within [Number] days of termination.

17. Data Security and Regulatory Obligations

Contractor shall comply with the Michigan Identity Theft Protection Act and any other applicable state or industry-specific marketing regulations.

18. Liability and Indemnification

Each party shall be responsible for its own breaches of this Agreement.

The Contractor shall indemnify the Client against third-party IP claims arising from the Contractor's work.

Each party is responsible for regulatory violations or advertising content compliance (truth-in-advertising, anti-spam, etc.) relating to their own actions.

19. Force Majeure

Neither party shall be liable for non-performance due to force majeure events, including supply chain disruptions or digital platform outages.

20. Business Licenses and Registrations

Contractor represents that it possesses all required business licenses and registrations to operate as an independent marketing contractor in Michigan.

21. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Entire Agreement

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

23. Amendments

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

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

_______________________________

[Client Full Legal Name]

_______________________________

[Contractor Full Legal Name]