Montana marketing independent contractor agreement template

Montana Marketing Independent Contractor Agreement

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

[Client Name], a [Client Entity Type] with its principal place of business at [Client Address], hereinafter referred to as “Client,”

and

[Contractor Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address], hereinafter referred to as “Contractor.”

Scope of Services

Option A: Contractor shall provide the following marketing services to Client: [Detailed Description of Marketing Services, including campaign planning, execution, advertising placement, market research, branding, public relations, SEO, social media management, analytics/reporting, and strategy consultation].

Option B: Contractor shall perform the services outlined in Exhibit A attached hereto, which is incorporated by reference.

Deliverables: The expected deliverables include, but are not limited to, [List of Deliverables, e.g., marketing plans, ad copy, website content, social media posts, analytics reports].

Performance Metrics: Performance will be measured based on the following metrics: [List of Performance Metrics, e.g., click-through rates, conversions, engagement, website traffic].

Timelines: All services must be completed within the following timelines: [Project Timelines, Milestones, Deadlines].

Professional Standards and Compliance

Option A: Contractor shall perform all services in a professional and workmanlike manner, adhering to the highest industry standards.

Option B: Contractor shall comply with all applicable Montana and federal laws, including advertising laws, FTC guidelines, Montana consumer protection rules, and anti-spam laws.

Contractor warrants that its services will not involve false advertising or deceptive practices.

Contractor acknowledges and agrees that its conduct must at all times reflect positively on the Client's brand and reputation within the Montana marketplace.

Work Location and Modality

Option A: Services will be performed remotely.

Option B: Services will be performed on-site at Client’s Montana location at [Client Address].

Option C: Services will be performed through a hybrid arrangement, as mutually agreed upon by both parties.

Contractor will use their own equipment.

Contractor will have access to Client's proprietary platforms: [List Platforms].

All digital communications and data security will comply with Montana privacy regulations.

Ownership and Intellectual Property

Option A: All work product created by Contractor for Client, including marketing materials, campaign data, digital content, and creative assets, shall be the sole and exclusive property of Client.

Option B: Contractor retains ownership of pre-existing intellectual property incorporated into the work product but grants Client a perpetual, irrevocable, non-exclusive license to use such intellectual property.

Copyright Transfer: Contractor hereby irrevocably assigns to Client all right, title, and interest in and to the copyright in the work product.

Third-Party Materials: Contractor is responsible for obtaining all necessary licenses for third-party materials used in the work product.

Client data privacy will be maintained in accordance with Montana law.

Confidentiality

Contractor agrees to hold confidential all Client business plans, unpublished campaigns, proprietary information, client lists, trade secrets, and marketing strategies.

This confidentiality obligation extends during the term of this Agreement and for [Number] years after termination.

Contractor will not disclose any confidential information to any third party without the prior written consent of Client.

Contractor acknowledges that unauthorized disclosure of Client confidential information could cause significant harm to Client's business within Montana.

Independent Contractor Status

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

Contractor is responsible for providing their own tools and direction.

Contractor is responsible for paying all self-employment taxes in compliance with Montana Department of Revenue requirements.

Contractor is not entitled to employee benefits, unemployment insurance, or workers’ compensation unless separately arranged.

Contractor acknowledges compliance with Montana’s standards for independent contractor exemption certificates, if applicable.

Service Fees and Payment

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

Option B: Contractor shall be paid a per-project fee of [Dollar Amount] for the services described in Section 1.

Option C: Contractor shall be paid a retainer fee of [Dollar Amount] per month.

Billable Expenses: Client will reimburse Contractor for reasonable and necessary expenses, including ad spend, travel, and software costs, upon presentation of proper documentation.

Invoicing: Contractor shall submit invoices to Client [Invoicing Frequency, e.g., monthly, bi-weekly].

Payment Due Date: Payment is due within [Number] days of receipt of invoice.

Method of Payment: Payment will be made by [Method of Payment, e.g., bank transfer, check].

Contractor is responsible for Montana and federal taxes.

Late Payment Penalty: Late payments will be subject to a penalty of [Percentage]% per month.

Approval and Revision Process

Contractor shall submit draft creative work and campaign strategies to Client for review and approval.

Client shall provide feedback to Contractor within [Number] days of submission.

Contractor shall incorporate Client’s feedback and resubmit the work product.

Number of Revisions: Client is entitled to [Number] rounds of revisions.

Consequences of Scope Changes: Any changes to the scope of services may result in additional fees, as mutually agreed upon.

Liability and Indemnification

Contractor shall be liable for missed deadlines, unsatisfactory results, IP infringement, regulatory violations, or misrepresentation in campaign materials.

Contractor shall indemnify Client for any breach of advertising standards or Montana law.

Contractor's liability shall be limited to the amount of fees paid by Client to Contractor under this Agreement.

Contractor is not responsible for third-party platform failures or force majeure events.

Subcontracting and Assignment

Option A: Contractor may not subcontract any portion of the services without Client’s prior written consent.

Option B: Contractor may subcontract the following specific campaign elements: [List of Elements].

Client approval is required for all subcontractors.

All subcontractors must sign confidentiality and IP assignment provisions consistent with this agreement.

Neither party may assign this Agreement without the prior written consent of the other party.

Termination

Option A: This Agreement shall terminate on [End Date].

Option B: Either party may terminate this Agreement upon [Number] days’ written notice to the other party.

Causes for Termination: This Agreement may be terminated immediately by Client for Contractor’s breach of contract or non-performance.

Upon termination, Contractor shall transfer all deliverables to Client and submit a final invoice.

Contractor shall provide Client with access to all ad accounts and passwords.

Post-Termination Obligations

Option A: Contractor shall not solicit Client’s customers for a period of [Number] years after termination.

Option B: Non-Competition: To the extent permitted by Montana law, Contractor shall not provide similar marketing services to competitors of Client in Montana for a period of [Number] months after termination. Note: Montana law generally disfavors overly broad non-compete agreements.

Contractor shall continue to maintain the confidentiality of Client’s information after termination.

Dispute Resolution

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

If negotiation fails, the parties shall submit the dispute to mediation in [City, Montana].

If mediation fails, the parties may pursue binding arbitration in [City, Montana] under the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of Montana.

Venue for any legal action shall be in [County, Montana].

Waiver of Jury Trial: To the extent permitted by law, the parties waive the right to a jury trial.

Compliance with Laws

Contractor shall comply with all applicable Montana state and local laws.

Contractor shall obtain all required business licenses or registrations in Montana, if applicable.

Contractor shall comply with all applicable state data privacy and security requirements related to marketing data.

Contractor shall adhere to all special rules on internet marketing, including requirements for digital accessibility, consent for email/SMS marketing, and consumer data collection under Montana Acts.

Record Keeping

Contractor shall provide Client with campaign reports, analytics, raw data, and source files.

Contractor shall maintain records of all services performed for a period of [Number] years in compliance with Montana business regulations.

Amendments and Waivers

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

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

Notices: All notices shall be in writing and delivered by [Acceptable Delivery Methods, e.g., certified mail, email].

Conflict of Interest and Exclusivity

Option A: Contractor may provide similar marketing services to other clients during the term of this Agreement.

Option B: Exclusivity: Contractor shall not provide similar marketing services to any other clients in the [Industry] industry in Montana during the term of this Agreement.

Contractor shall disclose any potential conflicts of interest to Client immediately.

Severability

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

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 acts of God, war, terrorism, or natural disasters.

Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement. This agreement is governed by the laws of the State of Montana.

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]