New Hampshire marketing independent contractor agreement template

New Hampshire Marketing Independent Contractor Agreement

This New Hampshire Marketing Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date] by and between [Client Legal Name], located at [Client Business Address], with email address [Client Email] and phone number [Client Phone] ("Client"), and [Contractor Legal Name], located at [Contractor Business Address], with email address [Contractor Email] and phone number [Contractor Phone] ("Contractor").

1. Scope of Services

The Contractor shall provide the following marketing services to the Client: [Detailed Description of Marketing Services, e.g., Digital Strategy Development, Brand Repositioning, Social Media Management, Content Creation, Paid Advertising Campaigns, SEO, Email Marketing, Market Research, Analytics/Reporting, Event Promotions, Public Relations, Media Buying, Influencer Marketing, Consulting, Training, and Ongoing Support]. This description includes but is not limited to the following details:

• Scope: [Detailed Scope of Each Service]
• Key Deliverables: [Specific Deliverables for Each Service]
• Target Metrics: [Quantifiable Metrics for Success Measurement]
• Quality Standards: [Performance & Quality Standards]
• Campaign Milestones/Deadlines: [Specific Dates for Milestones and Deadlines]

2. Work Process

The Contractor will adhere to the following work process:

• Client Approval Points: [List of Client Approval Stages, e.g., Strategy, Creative Concepts, Final Execution]
• Review Protocols: [Describe the Review Process, e.g., Drafts, Feedback Loops]
• Communication Expectations: [Specify Communication Methods and Frequency]
• Client System Access: [Detail Access Granted, if any, and Restrictions]
• Material/Asset Requests: [Describe How the Contractor Requests Materials and Assets]
• Approval Procedures: [Describe the Process for Receiving Approvals from the Client]

3. Term and Termination

Option A (Fixed Term):
The term of this Agreement shall commence on [Start Date] and continue until [End Date], unless sooner terminated as provided herein.

Option B (Ongoing Retainer):
The term of this Agreement shall commence on [Start Date] and continue on a month-to-month basis until terminated as provided herein.

Option C (Project Based):
The term of this agreement shall commence on [Start Date] and shall continue until completion of the project described in Exhibit A, unless sooner terminated as provided herein.

Termination for Cause:
Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within [Number] days after written notice thereof. Examples of cause include, but are not limited to: breach of contract, non-performance, failure to meet standards, violation of law.

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

Handover Upon Termination:
Upon termination, the Contractor shall promptly deliver to the Client all work in progress and materials related to the services provided under this Agreement.

Payment Upon Termination:
Upon termination, the Client shall pay the Contractor for all services performed and expenses incurred up to the effective date of termination.

Data Return/Deletion:
Upon termination, the Contractor shall return or delete all client data in their possession.

4. Compensation and Payment

Option A (Hourly Rate):
The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.

Option B (Per Project):
The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the project described in Exhibit A.

Option C (Retainer):
The Client shall pay the Contractor a retainer fee of [Dollar Amount] per [Month/Week].

Invoice Format:
The Contractor shall submit invoices to the Client in the following format: [Describe Invoice Format Requirements].

Payment Timeline:
The Client shall pay invoices within [Number] days of receipt.

Late Payment Interest:
Late payments shall accrue interest at the rate of [Percentage]% per day, or the maximum rate allowed under New Hampshire law.

Reimbursement of Expenses:
The Client shall reimburse the Contractor for pre-approved expenses, including media buys, travel, and stock assets.

New Hampshire Taxes:
The Contractor is responsible for all New Hampshire Business Profits Tax and any other applicable state and local taxes.

5. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship under New Hampshire law. The Contractor is responsible for all federal, state, and local taxes, including self-employment taxes. The Contractor waives any right to unemployment, worker’s compensation, benefits, or participation in employer benefit plans.

Compliance with New Hampshire Independent Contractor Law: The parties agree that the contractor meets the definition of an independent contractor as defined in RSA 281-A:2.

6. Compliance with Laws

The Contractor shall comply with all applicable marketing and advertising regulations in New Hampshire, including consumer protection statutes, anti-spam laws, telemarketing restrictions, data privacy laws (including New Hampshire's "Breach of Privacy" law), requirements for truthful advertising, disclosures for endorsements and testimonials (including FTC guidelines), and intellectual property laws.

7. Intellectual Property

Option A (Client Ownership):
All marketing materials, creative work, data, and campaign assets produced under this Agreement shall be owned by the Client. The Contractor hereby assigns all copyrights and trademark usage rights to the Client.

Option B (Contractor Ownership, License Granted):
All marketing materials, creative work, data, and campaign assets produced under this Agreement shall be owned by the Contractor. The Contractor grants the Client a non-exclusive license to use such materials.

Pre-existing IP:
The Contractor retains ownership of any pre-existing intellectual property.

Client Use Restrictions:
The Client’s use of the Contractor’s intellectual property is limited to [Specify Limitations].

8. Confidentiality

The Contractor shall maintain strict confidentiality regarding the Client’s business, marketing data, trade secrets, customer lists, and other sensitive information. This obligation shall survive the termination of this Agreement. The Contractor acknowledges that unauthorized use or disclosure of such confidential information would cause irreparable harm to the Client.

9. Data Protection and Security

The Contractor shall comply with all applicable data protection and security requirements, including those related to the storage, use, and disposal of personal information of New Hampshire residents. The Contractor shall implement appropriate security measures to protect the confidentiality, integrity, and availability of client data.

10. Liability and Indemnification

The Contractor shall be liable for any errors, omissions, nonperformance, campaign underperformance, violation of laws or regulations, data breach, or unauthorized disclosures.

Client Remedies:
The Client's remedies for such issues shall include refund, re-performance, indemnification, or liquidated damages.

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 performance of this Agreement.

11. Subcontractors

Option A (No Subcontractors):
The Contractor shall not subcontract any of the services under this Agreement without the prior written consent of the Client.

Option B (Subcontractors Permitted with Approval):
The Contractor may use subcontractors, subject to the Client's prior written approval.

Subcontractor Compliance:
The Contractor shall ensure that any subcontractors comply with all terms and conditions of this Agreement and all applicable laws.

12. Insurance

The Contractor shall maintain the following insurance coverage: errors and omissions insurance, professional liability insurance, and cyber coverage (if handling client data).

Client acknowledges they are not providing insurance coverage for the Contractor.

13. Non-Solicitation/Non-Competition

Option A (Non-Solicitation Only):
During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not solicit any employees or customers of the Client.

Option B (Non-Competition):
During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not engage in any business that competes with the Client within [Geographic Area]. The parties acknowledge that this restriction is reasonable and necessary to protect the Client's legitimate business interests.

Option C (No Non-Solicitation/Non-Competition):
There is no non-solicitation or non-competition agreement.

14. Non-Disparagement

The Contractor agrees not to disparage the Client, its products, services, or employees, during or after the term of this Agreement.

15. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire. Any disputes arising out of or relating to this Agreement shall be resolved first through negotiation. If negotiation fails, the parties agree to [Mediation/Arbitration] in New Hampshire. Exclusive venue shall be in New Hampshire state or federal courts.

16. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Counterparts and Electronic Signatures: This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Precedence: This Agreement shall take precedence over any prior understandings or agreements between the parties.

17. Licenses and Registrations

The Contractor shall comply with all applicable license and registration requirements, including New Hampshire business registration if applicable. The Contractor affirms compliance with New Hampshire labor laws concerning independent contractor status.

18. Indemnification

The Contractor shall indemnify, defend, and hold harmless the Client, its officers, directors, employees, agents, and affiliates from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or resulting from or occurring in connection with the Contractor’s performance of services under this Agreement. The Client shall indemnify, defend, and hold harmless the Contractor, its officers, directors, employees, agents, and affiliates from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, arising out of or resulting from or occurring in connection with any acts or omissions by the Client, or from any breach of this Agreement by the Client.

19. Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall either party be liable to the other party or any third party for any loss of profits, business interruption, or other indirect, incidental, special, consequential or punitive damages arising out of or relating to this Agreement, whether based on breach of contract, tort (including negligence) or any other legal theory, regardless of whether such party has been advised of the possibility of such damages.

20. Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by a force majeure event, which shall mean events beyond a party’s reasonable control, including, without limitation, acts of God, war, riot, fire, flood, pandemic, earthquake, explosion, labor dispute, or governmental act.

21. Ongoing Cooperation

Both parties agree to cooperate fully with each other to ensure compliance with all applicable laws and regulations related to marketing activities. This includes promptly adapting to changes in law or industry guidelines during the term of this agreement.

22. Custom Addenda

Additional terms and conditions specific to certain deliverables or sectors may be included in addenda attached to this Agreement.

23. Intellectual Property Disputes

In the event of any intellectual property dispute arising under this agreement, both parties agree that either party may seek expedited injunctive relief from a court of competent jurisdiction.

24. Record Retention

The Contractor shall maintain records of all campaign activities, including analytics data, for a period of [Number] years, in compliance with applicable New Hampshire and federal regulations.

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

_______________________________
[Client Legal Name]

_______________________________
[Contractor Legal Name]