North Carolina marketing independent contractor agreement template

North Carolina Marketing Independent Contractor Agreement

This North Carolina Marketing Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between:

• [Client Name], located at [Client Address] ("Client"), and
• [Contractor Name], located at [Contractor Address] ("Contractor").

WHEREAS, Client desires to engage Contractor to provide certain marketing services; and

WHEREAS, Contractor desires to provide such services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

Contractor agrees to perform the following marketing services for Client (the "Services"):

• Option A: [Detailed Description of Services Option A, e.g., Digital Marketing Strategy Development] including deliverables such as [Deliverable 1], [Deliverable 2] and measurable standards of [Standard 1] and [Standard 2].
• Option B: [Detailed Description of Services Option B, e.g., Campaign Management] including milestones such as [Milestone 1], [Milestone 2] and deadlines of [Date 1] and [Date 2].
• Option C: [Detailed Description of Services Option C, e.g., SEO/SEM Implementation] including reporting requirements such as [Report 1] and [Report 2].
• Specific details regarding the Services, deliverables, milestones, deadlines, and reporting requirements are described in [Exhibit A] attached hereto.

2. Location of Services

The Services will be performed:

• Option A: Remotely.
• Option B: On-site at Client's location in [City, NC].
• Option C: A combination of remote and on-site work, as mutually agreed upon. In-person meetings will be held at [Location, e.g., Client's office] and will be scheduled [Frequency, e.g., weekly].

3. Materials and Information

• Contractor will have access to the following materials, confidential information, digital assets, intellectual property, data, and technology of Client: [List of Materials].
• Contractor agrees to comply with all applicable data privacy, anti-spam, and digital advertising rules and regulations, including those specific to North Carolina.

4. Compensation

Client will compensate Contractor for the Services as follows:

• Option A: Hourly rate of [Dollar Amount] per hour.
• Option B: Per project fee of [Dollar Amount] for [Specific Project].
• Option C: Retainer fee of [Dollar Amount] per [Time Period, e.g., month].
• Option D: Commission-based compensation of [Percentage]% of [Specific Metric, e.g., sales generated].
• Option E: Performance-based compensation as detailed in [Exhibit B].
• Payment schedule: [Detailed Payment Schedule, e.g., bi-weekly, upon completion of milestones].
• Billing terms: [e.g., Invoices are due within 30 days of receipt].
• Acceptable payment methods: [e.g., Check, ACH transfer].
• Contractor shall submit detailed invoices to Client at [Invoice Frequency, e.g., monthly].
• Reimbursement for business-related out-of-pocket expenses will be made upon submission of receipts, subject to Client's prior approval.
• Contractor is responsible for all applicable federal, North Carolina, and local taxes, including self-employment tax and state and local sales/use tax, and will receive a 1099-MISC from Client if applicable.

5. Ownership of Work Product

All marketing materials, creative works, data, and campaign results produced in the course of providing the Services (the "Work Product") are and shall remain the exclusive property of Client upon full payment to Contractor. Contractor hereby assigns all right, title, and interest in the Work Product to Client. Contractor agrees to execute any documents necessary to effectuate such transfer. Any pre-existing contractor materials licensed for use shall be as detailed in [Exhibit C].

6. Confidentiality

Contractor agrees to hold Client's proprietary information, trade secrets, marketing plans, customer data, and unpublished creative content (the "Confidential Information") in strict confidence and not to disclose it to any third party without Client's prior written consent. This obligation shall continue for [Number] years after the termination of this Agreement, except for information that:

• Was already known to Contractor prior to its disclosure by Client.
• Is or becomes publicly available through no fault of Contractor.
• Is rightfully received by Contractor from a third party without restriction.
• Is required to be disclosed by law.

7. Non-Competition and Non-Solicitation

• Non-Competition: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not, directly or indirectly, provide marketing services similar to the Services to any business that directly competes with Client within a [Number] mile radius of [City, NC].
• Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit, induce, or attempt to solicit or induce any employee or customer of Client to terminate their relationship with Client. This restriction is limited to customers or employees whom the contractor had contact with during the provision of services under this agreement.

8. Independent Contractor Status

Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Contractor shall be solely responsible for all federal, North Carolina, and local taxes, FICA, workers' compensation, and unemployment insurance. Client will not provide employee benefits or tax withholdings for Contractor.

9. Business Licensing

Contractor represents and warrants that Contractor possesses all required business licenses or professional registrations under North Carolina law to perform the Services, including [Specific License or Registration, e.g., business license from the City of Raleigh].

10. Insurance

Contractor shall maintain professional liability/errors & omissions insurance with coverage of at least [Dollar Amount] per occurrence. Client [Shall/Shall Not] be named as an additional insured on the policy.

11. Compliance with Laws

Both parties agree to comply with all applicable North Carolina and federal marketing laws and regulations, including but not limited to the North Carolina Truth in Advertising laws, unfair/deceptive practices prohibitions, CAN-SPAM Act, and TCPA.

12. Contractor Warranties

Contractor warrants that the Work Product will be original, will not infringe upon the rights of any third party, will not contain any defamatory or libelous material, and will comply with industry best practices.

13. Indemnification

Contractor agrees to indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's performance of the Services, including but not limited to claims of false advertising, privacy violations, IP infringement, or regulatory non-compliance. Client agrees to indemnify and hold Contractor harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Client's use of the Work Product, where the Work Product was used as intended.

14. Acceptance of Deliverables

Client shall review each deliverable provided by Contractor and notify Contractor of any required revisions within [Number] days of receipt. Client's approval shall not be unreasonably withheld. Contractor will use third-party tools such as [Tool 1] and [Tool 2]. Responsibility for costs relating to these third-party tools are borne by [Party Responsible]. Responsibility for compliance with terms relating to these third-party tools are borne by [Party Responsible].

15. Breach and Remedies

In the event of a breach of this Agreement, the non-breaching party shall have all remedies available at law or in equity. Specific remedies for breach include:

• Failure to perform: Client may terminate the Agreement and recover damages.
• Non-delivery of campaigns: Contractor shall refund any payments made for undelivered campaigns.
• Missed deadlines: Contractor shall provide a discount of [Percentage]% for each day the deadline is missed.
• Misuse of confidential information: The non-breaching party can seek injunctive relief.

16. Term and Termination

• The term of this Agreement shall commence on [Start Date] and shall continue for a period of [Number] [Days/Weeks/Months/Years].
• This Agreement may be terminated by either party upon [Number] days' written notice to the other party.
• Upon termination, Contractor shall return or destroy all Client materials and transfer all relevant account access to Client.
• Client shall pay Contractor for all Services performed up to the date of termination.

17. Dispute Resolution

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

• Good faith negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Mediation: If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City, NC].
• Arbitration: If mediation is unsuccessful, the dispute shall be resolved by binding arbitration in [County, NC] in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to its conflict of laws principles.
• Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, NC].

18. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

19. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, fire, flood, strikes, or digital/platform outages.

20. Severability

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

21. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

22. Non-Waiver

The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce it at a later time.

23. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

24. 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 valid and accepted in accordance with the North Carolina Uniform Electronic Transactions Act (UETA). Digital copies of this agreement are accepted as true originals.

25. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above. Notices delivered via email shall be deemed received on the next business day.

26. Additional Considerations

• Responsibility for maintaining platform or advertising accounts: [Client/Contractor]
• Compliance with terms of third-party marketing platforms: [Client/Contractor]
• Data rights on termination or transition: [Detailed Explanation]

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]

Exhibit A: Scope of Services Details

Exhibit B: Performance Based Compensation Details

Exhibit C: Pre-Existing Materials