New York marketing independent contractor agreement template

New York Marketing Independent Contractor Agreement

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

[Client Full Legal Name], located at [Client Business Address], Email: [Client Email], Phone: [Client Phone] (“Client”),

and

[Contractor Full Legal Name], located at [Contractor Business Address], Email: [Contractor Email], Phone: [Contractor Phone] (“Contractor”).

1. Scope of Marketing Services

Option A: Contractor will provide the following marketing services to Client: [Description of Marketing Services. Be specific and include deliverables and KPIs. E.g., Branding strategy development, digital campaign creation, content production, SEO/SEM, etc.]

Option B: The specific marketing services to be provided by Contractor will be detailed in individual project statements of work ("SOWs") attached as exhibits to this Agreement. Each SOW will outline deliverables, performance standards, measurable KPIs, deadlines, required approvals, documentation expectations, and update/reporting frequency.

[Itemized List of Deliverables, e.g., website design, ad copy, social media posts]

[Performance Standards, e.g., click-through rates, conversion rates]

[Measurable KPIs, e.g., website traffic, lead generation]

[Deadlines for deliverables and milestones]

2. Place and Mode of Service Delivery

Option A: The marketing services will be performed remotely.

Option B: The marketing services will be performed remotely, with occasional onsite work at [Client Business Address].

Option C: The marketing services will require onsite work in New York at [Specific Location, e.g., conferences, client sites]. The Contractor is/is not expected to represent Client at local events.

Option D: Travel and expense reimbursement will be governed by this section. Client agrees to reimburse Contractor for pre-approved expenses, including, but not limited to, travel, lodging, and meals. All expenses must be documented and submitted for approval prior to incurrence. Client will reimburse Contractor within [Number] days of receipt of a valid expense report.

3. Compensation

Option A: Client will pay Contractor a fixed fee of [Dollar Amount] for the completion of the services described in Section 1 or the relevant SOW.

Option B: Client will pay Contractor an hourly rate of [Dollar Amount] per hour. Contractor will submit invoices detailing the hours worked.

Option C: Client will pay Contractor a retainer fee of [Dollar Amount] per month.

Option D: Client will pay Contractor a commission of [Percentage]% based on [Specify the basis for commission, e.g., sales, leads generated].

[Payment Milestones Linked to Tangible Outcomes, e.g., payment upon completion of website design, ad campaign launch]

[Specific Payment Terms, e.g., Net 30 days]

Contractor will submit invoices electronically to [Client Email Address].

Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by New York law.

4. Contractor's Tax Obligations

Contractor is responsible for all federal, New York State, and New York City self-employment, income, and sales tax obligations arising from payments made under this Agreement. Client will not withhold any taxes from payments made to Contractor.

Contractor will provide Client with a completed W-9 form prior to the commencement of services.

5. Ownership and Use of Work Product

Option A: Upon acceptance and full payment, all right, title, and interest, including copyright and other intellectual property rights, in and to all work product created by Contractor under this Agreement, will vest in Client.

Option B: Upon acceptance and full payment, all right, title, and interest, including copyright and other intellectual property rights, in and to all work product created by Contractor under this Agreement, will vest in Client. However, Contractor retains ownership of pre-existing tools, templates, and proprietary methodologies.

Contractor grants Client a license to use any stock images, music, or third-party content used in the work product.

6. Confidentiality

Contractor agrees to hold all Client proprietary data, non-public product information, market strategies, and trade secrets in strict confidence.

Contractor will comply with all applicable New York privacy and data security laws, including the NY SHIELD Act, in the management of customer data.

Upon termination of this Agreement, Contractor will promptly return or destroy all Client confidential information.

7. Exclusivity and Conflict of Interest

Option A: Contractor may perform similar marketing services for other businesses, including those that may compete with Client.

Option B: During the term of this Agreement, Contractor will not perform similar marketing services for any businesses that directly compete with Client.

Contractor will immediately disclose any actual or potential conflicts of interest to Client.

8. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. This Agreement does not create an employer-employee relationship under New York law, including New York Department of Labor guidelines.

Client will not direct Contractor's day-to-day operations.

Contractor is responsible for obtaining their own insurance, including general liability and professional liability coverage (if appropriate), and for complying with all applicable New York State and New York City business registration requirements.

9. Liability and Indemnification

Contractor is responsible for damages arising from intellectual property infringement, regulatory violations, defamatory content, privacy breaches, or unauthorized use of third-party assets in the execution of marketing campaigns.

Contractor will indemnify and defend Client from any claims or suits related to the services performed under this Agreement, specific to marketing industry risks.

10. Quality Assurance

Client will have the right to review and approve all creative deliverables and marketing campaigns before launch.

Contractor will remediate any unsatisfactory performance or regulatory non-compliance.

[Compensation or penalty structure for missed deadlines or subpar campaign results.]

11. Term and Termination

The term of this Agreement will commence on [Start Date] and will continue until [End Date].

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

Option B: Client may terminate this agreement with cause immediately. Causes for termination include, but are not limited to non-performance and confidentiality breach.

Client will pay Contractor for all work completed prior to termination.

Upon termination, Contractor will return all Client materials and protect any residual IP or confidential information.

12. Non-Solicitation

Contractor will not directly solicit Client's employees or customers for a period of [Number] months following the termination of this Agreement.

13. Dispute Resolution

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

If negotiation fails, the parties will submit the dispute to mediation or arbitration in New York County.

This Agreement is governed by the laws of the State of New York, and any legal action must be brought in New York courts.

14. Compliance with New York Marketing Laws

Contractor will comply with all applicable New York marketing laws, including truth-in-advertising laws under the General Business Law, restrictions on commercial email/SMS outreach (CAN-SPAM and local equivalents), and any licensing or regulatory rules applicable to Client's industry.

15. Subcontractors

Contractor may use subcontractors with Client's prior written approval.

Contractor is responsible for the payment, supervision, and quality of work performed by any subcontractors.

16. Recordkeeping

Contractor will maintain records of all mandated documentation to facilitate New York regulatory audits or tax scrutiny.

Contractor will preserve marketing campaign documentation, approvals, and analytics as required by law.

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

____________________________

[Client Full Legal Name]

____________________________

[Contractor Full Legal Name]