Missouri marketing independent contractor agreement template

Missouri Marketing Independent Contractor Agreement

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

[Client Legal Name], with its principal place of business at [Client Business Address], hereinafter referred to as "Client," and whose primary contact person is [Client Contact Person Name], [Client Contact Person Title], reachable at [Client Contact Person Email] and [Client Contact Person Phone Number];

and

[Contractor Legal Name], with its principal place of business at [Contractor Business Address], hereinafter referred to as "Contractor," and whose primary contact person is [Contractor Contact Person Name], [Contractor Contact Person Title], reachable at [Contractor Contact Person Email] and [Contractor Contact Person Phone Number].

1. Scope of Services

Contractor agrees to provide the following marketing services to Client: [Detailed Description of Marketing Services, tailored to Client's industry and goals. Include details such as campaign strategy development, digital and social media management, content creation, brand consulting, advertising material production, SEO/SEM services, analytics reporting, event marketing, or public relations.]

Deliverables: [Precise Outlines of Deliverables]

Service Standards: [Measurable Service Standards]

Key Performance Indicators (KPIs): [Key Performance Indicators]

Milestones: [Project Milestones]

Approval Processes: [Client Approval Processes]

Reporting Intervals: [Required Reporting Intervals]

Work shall include, but is not limited to, use of the following platforms, technologies, and tools: [List of Platforms, Technologies, Tools, or Proprietary Systems]. All work will adhere to Missouri consumer advertising standards and any relevant sector-specific compliance regulations.

2. Term and Termination

Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.

Option B: This Agreement shall commence on [Start Date] and will continue on a month-to-month basis until terminated as provided herein.

Termination Clause Options:

Option A: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

Option B: Client may terminate this Agreement immediately upon written notice if Contractor breaches any material provision of this Agreement and fails to cure such breach within [Number] days after written notice thereof.

Option C: Contractor may terminate this Agreement if Client fails to pay any undisputed invoice within [Number] days of its due date and fails to cure such breach within [Number] days after written notice thereof.

Upon termination, Contractor shall deliver to Client all work in progress and return or destroy (as directed by Client) all confidential information. Final compensation shall be settled within [Number] days of termination.

3. Compensation and Payment

Option A: Client shall pay Contractor a fixed fee of [Dollar Amount] for the services described in Section 1.

Option B: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered.

Option C: Client shall pay Contractor a retainer fee of [Dollar Amount] per [Time Period: Week, Month].

Option D: Client shall pay Contractor a commission of [Percentage]% on sales/leads generated as a result of Contractor's marketing efforts.

Payment Schedule: [Detailed Payment Schedule: Weekly, Biweekly, Monthly, or Upon Completion of Milestones]

Invoicing Procedures: [Invoicing Procedures]

Expense Reimbursement: [Expense Reimbursement Policies: Pre-Approval and Documentation Requirements]

Late Payment Interest: [Interest Rate]% per month on overdue invoices, not exceeding the maximum rate allowed by Missouri law.

4. Intellectual Property

Ownership of all creative materials, data, audience lists, campaigns, strategies, and intellectual property created under this Agreement shall be determined as follows:

Option A: All copyright and ownership of deliverables, drafts, platforms, and accounts created under this contract shall vest with the Client. Contractor hereby assigns all rights, title, and interest in such work product to the Client.

Option B: All copyright and ownership of deliverables created under this contract shall vest with the Contractor; however, Client receives a perpetual, royalty-free license to use the deliverables.

All materials are subject to Missouri laws on trade secrets.

5. Confidentiality

Contractor agrees to hold all client information, campaign results, proprietary business data, and customer information in strict confidence and in accordance with Missouri privacy statutes and applicable federal data protection rules. This obligation survives the termination of this agreement.

6. Independent Contractor Status

Contractor is an independent contractor and is solely responsible for all federal, Missouri state, and local tax obligations, including registrations, business licenses, Form 1099-NEC reporting, sales/remitting use taxes (if applicable), benefits, and insurance. No employment, partnership, or agency relationship is created by this Agreement. Contractor acknowledges they are exempt from workers' compensation coverage under Missouri law.

7. Compliance with Laws

Contractor shall comply with all applicable Missouri and federal marketing, advertising, and anti-spam laws, including regulations from the Missouri Attorney General (including misleading advertising restrictions), influencer and testimonial guidelines, the CAN-SPAM Act (for email campaigns), and intellectual property clearance (copyright/trademark use in creative or campaigns).

8. Changes to Scope of Work

Any changes to the project scope must be agreed to in writing by both parties in a Missouri-compliant amendment to this Agreement. The amendment must detail the changes, the revised timeline, and any adjustments to the compensation.

9. Liability and Indemnification

Contractor shall be liable for any breach of this Agreement, negligence, infringement, or violation of advertising statutes. Contractor agrees to indemnify and hold harmless the Client from any third-party claims related to Contractor's work.

10. Dispute Resolution

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

First, the parties shall attempt to resolve the dispute through good faith negotiation.

If negotiation fails, the parties shall attempt to resolve the dispute through mediation.

If mediation fails, the parties agree that any unresolved dispute shall be submitted to binding arbitration in [City, Missouri], or alternatively in Missouri state court with choice-of-law stipulating application of Missouri law.

11. Conflict of Interest

Contractor shall disclose any potential conflicts of interest, including other clients in related industries. Contractor shall not solicit Client's employees during the term of this Agreement and for [Number] months following termination.

Non-compete obligations are [Enforceable/Not Enforceable] under Missouri law and are limited to [Geographic Area], [Scope], and [Duration].

12. Insurance

Contractor shall maintain the following insurance coverage: [List Required Insurance: General Liability, Errors and Omissions, Cyber Liability]. Contractor shall provide proof of insurance to Client upon request.

13. Representations and Warranties

Contractor represents and warrants that they have the legal authority to enter into this Agreement, possess the professional qualifications and experience necessary to perform the services, and will not infringe upon any third-party rights.

14. Client-Provided Materials

Client shall provide Contractor with all necessary materials to perform the services. Contractor shall be responsible for the safe keeping of these materials and shall return them to Client upon completion of the project or termination of this Agreement.

15. Assignment and Subcontracting

Option A: Contractor shall not assign or subcontract any of its obligations under this Agreement without the prior written consent of Client.

Option B: Contractor may subcontract services under this agreement but remains fully responsible for the quality and compliance of subcontractor work.

16. Communication and Reporting

Contractor shall provide regular status updates to Client and participate in periodic review meetings. Communication shall primarily occur via [Communication Channels: Email, Phone, Video Conference]. All deadlines are based on the [Time Zone].

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

18. Severability

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

19. Waiver

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

20. Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted as original signatures, compliant with the Missouri Uniform Electronic Transactions Act.

21. Required Registrations/Certifications

Contractor is responsible for maintaining all required federal, state, or local registrations or certifications necessary to perform the services outlined in this agreement in regulated industries.

22. 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, terrorism, or government regulations.

23. Assignment

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, in compliance with Missouri commercial practices.

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

____________________________

[Client Legal Name]

By: ____________________________

[Client Contact Person Name]

[Client Contact Person Title]

____________________________

[Contractor Legal Name]

By: ____________________________

[Contractor Contact Person Name]

[Contractor Contact Person Title]