New Mexico marketing independent contractor agreement template

New Mexico Marketing Independent Contractor Agreement

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

• [Client Legal Name], located at [Client Business Address], with phone number [Client Phone Number], and email address [Client Email Address] (the "Client"), and
• [Contractor Legal Name], located at [Contractor Business Address], with phone number [Contractor Phone Number], and email address [Contractor Email Address] (the "Contractor").

1. Scope of Marketing Services

• Option A: The Contractor shall provide the following marketing services to the Client: [Detailed Description of Marketing Services, e.g., Digital Marketing, Content Creation, Social Media Management, Advertising Campaign Design and Execution, Market Research, Brand Strategy, SEO, PPC, Email Marketing, Analytics, Website Optimization, Event Promotion].
• Option B: The services shall include, but are not limited to:
  • [Specific Deliverable 1]
  • [Specific Deliverable 2]
  • [Specific Deliverable 3]
• Deliverable Standards: The Contractor will adhere to industry best practices and the Client's brand guidelines. Specific standards for each deliverable will be mutually agreed upon in writing prior to commencement.
• Service Timelines: A project timeline with key milestones is attached as Exhibit A.
• Reporting: The Contractor will provide reports to the Client on a [Frequency, e.g., weekly, monthly] basis, in a [Format, e.g., PDF, spreadsheet] format.

2. Work Location and Client Interaction

• Option A: The Contractor will perform services remotely.
• Option B: The Contractor will perform services on-site at [Client's Location].
• Option C: The Contractor will perform services partly remotely and partly on-site. On-site work will occur [Frequency and Duration].
• Client Meetings: The Contractor will attend meetings with the Client [Frequency, e.g., weekly, bi-weekly] via [Method, e.g., phone, video conference].
• Travel: Travel is [Required/Not Required]. If required, specify details: [Travel Details]. All travel expenses are subject to prior written approval by the Client.
• Access: The Client will provide the Contractor with access to [Specific Systems/Assets] necessary for the performance of services.
• Data Handling: The Contractor will handle all digital and confidential marketing data in compliance with New Mexico privacy laws and industry best practices.

3. Compensation

• Option A: Hourly Rate: The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.
• Option B: Retainer Fee: The Contractor shall be paid a retainer fee of [Dollar Amount] per [Time Period, e.g., month].
• Option C: Project-Based Fee: The Contractor shall be paid a fee of [Dollar Amount] for the completion of [Specific Project].
• Option D: Performance-Based Compensation: The Contractor shall be paid [Compensation Structure, e.g., X% of leads generated, Y% of ad spend, Z% of campaign results]. Specific targets and metrics will be mutually agreed upon in writing.
• Reimbursable Expenses: The Client will reimburse the Contractor for pre-approved marketing expenses, including [Examples, e.g., advertising budgets, travel expenses, software subscriptions].
• Invoicing: The Contractor shall submit invoices to the Client [Frequency, e.g., monthly, upon completion of milestones].
• Payment Terms: The Client shall pay all invoices within [Number] days of receipt.
• Late Payment: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by New Mexico law, whichever is lower.
• Gross Receipts Tax (GRT): The Contractor [Will/Will Not] collect and remit New Mexico Gross Receipts Tax (GRT). If the Client requests the Contractor's GRT Identification Number, the Contractor agrees to provide it. The Contractor is responsible for all associated GRT reporting and payments.

4. Intellectual Property

• Option A: All intellectual property rights in deliverables created under this Agreement shall be owned by the Client.
• Option B: The Contractor retains ownership of intellectual property rights, but grants the Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the deliverables.
• Copyright Assignment: The Contractor hereby irrevocably assigns to the Client all right, title, and interest in and to any copyrightable works created under this agreement, to the full extent allowable under New Mexico law.
• Usage Limitations: [Specify any usage limitations on the client’s use of intellectual property].

5. Confidentiality and Non-Disclosure

• The Contractor shall hold all Client trade secrets, sensitive marketing strategies, and unpublished campaign data in strict confidence.
• The Contractor shall comply with all applicable state and federal regulations, including CAN-SPAM, FTC advertising guidelines, and New Mexico data privacy requirements.
• This confidentiality obligation shall survive the termination of this Agreement.
• The Contractor shall not disclose any of the Client's confidential information to any third party without the Client's prior written consent.

6. Independent Contractor Status

• The Contractor is an independent contractor under New Mexico law and is not an employee or agent of the Client.
• The Contractor has control over the means and methods of performing the services.
• The Contractor is responsible for all self-employment taxes, workers' compensation, insurance, and business license registration with New Mexico and/or relevant municipalities.
• The Contractor represents that it will comply with all applicable state and federal business and tax compliance requirements.

7. Indemnification and Liability

• The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of the Contractor's performance of services under this Agreement, including marketing errors, IP infringement claims, or regulatory violations.
• Client shall indemnify and hold harmless the Contractor from and against any and all claims, damages, liabilities, costs, and expenses arising out of inaccurate or misleading information provided by the Client for use in the marketing services provided hereunder.
• The Contractor's total liability under this Agreement shall not exceed [Dollar Amount].
• Insurance: The Contractor shall maintain [Type of Insurance, e.g., errors & omissions, general liability] insurance with a minimum coverage of [Dollar Amount]. The Client has the right to request proof of insurance or additional insured status.

8. Non-Competition, Non-Solicitation, and Non-Circumvention

• Non-Competition: During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not provide marketing services to any business that directly competes with the Client in [Specific Geographic Area].
• Non-Solicitation: During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not solicit any employees or clients of the Client.
• Non-Circumvention: The Contractor agrees not to circumvent the Client's relationships with its clients and suppliers.
• These restrictions are limited to the extent necessary to protect the Client's legitimate business interests under New Mexico law.

9. Term and Termination

• Term: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Time Period, e.g., months, years].
• Option A: Renewal: This Agreement shall automatically renew for successive [Time Period, e.g., month, year] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option B: Renewal: This Agreement may be renewed upon mutual written agreement of the parties.
• Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party breaches any material term of this Agreement, including but not limited to breach of confidentiality, nonpayment, or persistent nonperformance.
• Termination Notice: Either party may terminate this Agreement with [Number] days written notice to the other party.
• Upon termination, the Contractor shall return all Client materials and transfer all active campaigns to the Client. The Client shall pay the Contractor for all services rendered up to the date of termination.

10. Dispute Resolution

• Before initiating litigation, the parties shall first attempt to resolve any dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through [Mediation/Arbitration] in [City, New Mexico].
• This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. Venue for any legal action shall be in [County, New Mexico].
• [Optional: Waiver of Jury Trial]

11. Compliance

• The Contractor shall comply with all applicable state and federal advertising regulations, including the New Mexico Unfair Practices Act (UPA).
• The Contractor shall adhere to industry codes for marketing content and anti-spam requirements.
• The Contractor shall implement adequate data security measures for handling marketing data.

12. Contractor Warranties

• The Contractor warrants that it has the authority to enter into this Agreement.
• The Contractor warrants that the services provided will be of professional quality and will not infringe upon any third-party rights.
• The Contractor warrants that it will comply with all applicable laws and regulations in performing the services.

13. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, government orders, or IT failures.

14. Miscellaneous

• Amendments: This Agreement may be amended only by a written instrument signed by both parties.
• Notices: All notices and communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Electronic Execution: 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 valid and binding.

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]

____________________________
[Contractor Legal Name]

By: ____________________________
[Contractor Printed Name]

Title: [Contractor Title]