Minnesota marketing independent contractor agreement template

Minnesota Marketing Independent Contractor Agreement

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

[Client Legal Name], with a principal place of business at [Client Address] ("Client"), and

[Contractor Legal Name], with a principal place of business at [Contractor Address] ("Contractor").

1. Scope of Services

Option A: The Contractor shall provide the following marketing services to the Client as described in Exhibit A (the "Services"): [Detailed Description of Marketing Services], including, but not limited to:

• Digital marketing strategies
• Social media management
• Advertising campaigns
• Content creation
• Brand consulting
• SEO/SEM
• Market analysis
• Graphic design
• Event marketing
• Campaign reporting.

Option B: The Contractor shall perform the services described in the attached Statement of Work.

• The Statement of Work will be mutually agreed upon by both parties and attached as an addendum to this agreement.

Option C: The contractor shall perform the following specific tasks: [List of specific tasks to perform].

2. Service Location and Requirements

Option A: The Services will be performed remotely.

Option B: The Services will be performed at the Client's location [Client Address].

Option C: The Services will be performed at the following locations: [List of locations] including potential client site visits within Minnesota.

• The contractor will be available for communication during normal business hours, [Specify Hours], Central Time.

3. Compensation

Option A: The Client shall pay the Contractor at an hourly rate of [Hourly Rate].

Option B: The Client shall pay the Contractor a fixed fee of [Project Fee] for the completion of the Services.

Option C: The Client shall pay the Contractor a retainer of [Retainer Amount] per month.

Option D: The Contractor shall be paid a commission based on [Commission Details] on campaign results.

All invoices shall be submitted [Frequency, e.g., monthly] and paid within [Number] days of receipt.

• The client will reimburse the contractor for pre-approved expenses such as [Examples: ad spend, software].
• The contractor is responsible for all self-employment taxes in accordance with Minnesota and federal law.

4. Ownership and Intellectual Property

Option A: All work product created by the Contractor for the Client shall be owned by the Client.

Option B: The Contractor retains ownership of pre-existing intellectual property. Client will own any new IP created under the scope of this agreement.

Option C: All intellectual property will be jointly owned between the Client and Contractor.

The Contractor grants the Client a license to use Contractor’s pre-existing IP necessary to utilize the Services.

5. Confidentiality

The Contractor agrees to keep all Client information confidential.

• This includes, but is not limited to: trade secrets, business practices, marketing data, and campaign results.
• The Contractor shall comply with all applicable Minnesota laws regarding data privacy and security.

6. Independent Contractor Status

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

• The Contractor is responsible for all self-employment taxes.
• The Contractor is not eligible for any employee benefits.
• The Contractor shall not represent themselves as an agent or employee of the Client.

7. Liability and Indemnification

The Contractor agrees to indemnify and hold harmless the Client from any and all claims, losses, or damages arising out of the Contractor's performance of the Services, except for those arising from Client’s own negligence or wilful misconduct.

• This includes, but is not limited to, claims of negligence, intellectual property infringement, or violation of advertising regulations.

8. Assignment and Delegation

Option A: The Contractor may not assign or delegate any of their obligations under this Agreement without the prior written consent of the Client.

Option B: The Contractor may subcontract certain services, however, they must notify the client of all subcontractors used.

• Subcontractors used must meet the standards required for Minnesota independent contractors.

9. Business Records and Data Retention

The Contractor shall maintain accurate and complete business records relating to the Services.

• The Client shall have access to these records upon reasonable notice.
• Upon termination of this Agreement, the Contractor shall return all Client data and materials.
• The retention of records will be handled according to the terms of Minnesota law.

10. Non-Competition and Non-Solicitation

Option A: The Contractor agrees not to compete with the Client within [Geographic Area] for a period of [Number] months following the termination of this Agreement.

Option B: The Contractor agrees not to solicit the Client's customers or employees for a period of [Number] months following the termination of this Agreement.

This section is carefully worded to avoid excessive non-compete risk, in line with Minnesota law.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation.

• If negotiation fails, the parties agree to submit to mediation in [City, Minnesota].
• If mediation fails, the parties agree to submit to binding arbitration in [City, Minnesota].
• Governing law: Minnesota.

12. Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice.

Option B: This Agreement may be terminated by the Client for cause if the Contractor materially breaches this Agreement.

Option C: This agreement will terminate upon the completion of the services and a final payment has been made.

• The contractor must return all creative assets and client materials upon termination.

13. Compliance and Legal Assurance

The Contractor shall comply with all applicable federal and Minnesota laws in performing the Services.

• This includes, but is not limited to, laws relating to privacy, data protection, and advertising.
• The contractor must adhere to Minnesota's consumer protection and advertising laws.

14. Tools and Equipment

Option A: The Client will provide the necessary tools and equipment for the Contractor to perform the Services.

Option B: The Contractor will provide all necessary tools and equipment.

Option C: The client will provide the following tools/equipment: [List of tools and equipment]. The contractor will provide all other necessary tools/equipment.

• The contractor is responsible for maintaining any required licenses or certifications.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events.

• Force majeure events include acts of God, war, terrorism, or government regulation.

16. Amendments

Any amendments to this Agreement must be in writing and signed by both parties.

17. Non-Discrimination

The Contractor agrees to comply with the Minnesota Human Rights Act and all other applicable non-discrimination laws.

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

[Client Legal Name]

By: [Client Printed Name] Title: [Client Title] Date: [Date]

[Contractor Legal Name]

By: [Contractor Printed Name] Title: [Contractor Title] Date: [Date]