North Dakota marketing independent contractor agreement template

North Dakota Marketing Independent Contractor Agreement

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

[Client Full Legal Name], a [Client Business Status, e.g., North Dakota Corporation, Individual], with a principal place of business/mailing address at [Client Mailing Address], email address [Client Email Address], and phone number [Client Phone Number] (hereinafter referred to as "Client"). If a business entity, Client’s registration status with the North Dakota Secretary of State is [Client's ND Secretary of State Registration Status, e.g., Active, N/A].

AND

[Independent Contractor Full Legal Name], a [Independent Contractor Business Status, e.g., North Dakota LLC, Individual], with a principal place of business/mailing address at [Independent Contractor Mailing Address], email address [Independent Contractor Email Address], and phone number [Independent Contractor Phone Number] (hereinafter referred to as "Contractor"). If a business entity, Contractor's registration status with the North Dakota Secretary of State is [Contractor's ND Secretary of State Registration Status, e.g., Active, N/A].

1. Scope of Services

The Contractor shall provide the following marketing services to the Client:

Option A: [Detailed description of marketing services, e.g., Market research, campaign strategy development, digital and social media marketing, content creation, advertising, branding, event promotion, analytics reporting].

Option B: Specific activities to be performed include:

[List of specific activities, e.g., Developing a social media marketing plan, creating blog posts, designing advertisements, managing email marketing campaigns].

Deliverables shall include: [List of deliverable types, e.g., campaign plans, social media posts, market reports, ads, videos, graphics]. Delivery schedule: [Delivery Schedule]. Performance milestones: [Performance Milestones]. Review points: [Review Points]. Progress reporting requirements (frequency, format): [Progress reporting requirements]. Standards for service quality in accordance with industry best practices and client brand guidelines: [Service quality standards].

The primary place of service performance shall be:

Option A: Remote.

Option B: On-site at [Client Location].

Option C: Hybrid.

Use of Client Systems/Proprietary Platforms: The Contractor will/will not (choose one) be required to use client systems or proprietary platforms. Access to client facilities or information: The Contractor will/will not (choose one) need access to client facilities or information. The Contractor agrees to comply with the North Dakota Uniform Trade Secrets Act and maintain confidentiality of all client information.

2. Fees and Payment Terms

Compensation:

Option A: Fixed fee of [Dollar Amount].

Option B: Hourly rate of [Dollar Amount] per hour.

Option C: Milestone-based payments as follows:

Milestone 1: [Description of Milestone] - [Dollar Amount]

Milestone 2: [Description of Milestone] - [Dollar Amount]

Option D: Commission/Bonus-driven: [Describe commission/bonus structure, e.g., percentage of campaign spend or ROI].

Option E: Blended rate. Specify the components: [Describe components and their rates].

Invoicing and Payment: The Contractor shall invoice the Client [Frequency of Invoicing, e.g., monthly, upon completion of milestones]. The Client shall remit payment within [Number] days of receipt of invoice.

Expenses: Client will/will not (choose one) reimburse pre-approved expenses. The process for pre-approval is: [Expense Pre-Approval Process]. Reimbursable expenses include: [List of Reimbursable Expenses].

Taxes: All payments are subject to applicable North Dakota taxes. The Contractor is solely responsible for reporting and remitting all self-employment taxes, workers’ compensation (if applicable), and unemployment insurance as an independent contractor under North Dakota and federal law.

3. Intellectual Property

Ownership: All deliverables and campaign data created for the project shall be considered "work-for-hire" and the Client shall own all rights, title, and interest in such materials.

Contractor's Pre-Existing Materials: The Contractor retains ownership of any pre-existing materials, reusable templates, or general marketing know-how. The Contractor grants the Client a [Type of License, e.g., limited, non-exclusive] license to use such materials as incorporated into the deliverables.

4. Confidentiality

Non-Disclosure: Both parties agree to hold confidential all trade secrets, client lists, unpublished campaign strategies, financial data, and other sensitive business information. This obligation continues during and after the term of this Agreement.

Restrictions: Neither party shall use or disclose confidential information for any purpose other than as necessary to perform this Agreement.

Return of Materials: Upon termination, each party shall return or securely delete all confidential materials belonging to the other party.

Non-Solicitation/Non-Competition: [Include or remove this clause]. During the term of this agreement and for a period of [Number] months following its termination, the Contractor shall not solicit or attempt to solicit any of the Client's employees or clients. This provision is consistent with the enforceability and public policy limitations in North Dakota.

5. Independent Contractor Status

The Contractor is an independent contractor under North Dakota law. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

The Contractor is not entitled to any client benefits, insurance, or workers’ compensation coverage.

The Contractor has exclusive control over the means, methods, work hours, and staff or subcontractor resources utilized. Subcontractors require/do not require (choose one) Client approval.

6. Liability and Indemnification

Liability: The Contractor is liable for breach of contract, damages for failure to meet service quality, missed deadlines, non-delivery, or data breach.

Limitation of Liability: The Client’s liability for Contractor acts or omissions is limited to [Dollar Amount or Description].

Indemnification: [Include or Remove this clause]. The Contractor agrees to indemnify and hold the Client harmless from any third-party claims arising from marketing content, intellectual property infringement, or advertising regulatory violations.

7. Insurance

The Contractor shall maintain the following insurance coverages:

Professional liability insurance: [Coverage Amount]

Cyber liability/data breach insurance (if applicable): [Coverage Amount]

The Contractor is responsible for all statutory coverage for its employees or subcontractors.

8. Term and Termination

Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] or until terminated as provided herein.

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

Termination for Cause: This Agreement may be terminated immediately for cause, including material breach of this Agreement. A material breach includes, but is not limited to: [Define Material Breach, e.g., failure to meet deadlines, non-performance, breach of confidentiality].

Upon termination, the Contractor shall deliver all in-progress and completed work and return all client data and materials.

9. Dispute Resolution

Negotiation: The parties agree to first attempt to resolve any disputes through good-faith negotiation.

Mediation: If negotiation fails, the parties agree to submit the dispute to mediation in [City, North Dakota].

Arbitration/Litigation: If mediation fails, the parties agree to [Arbitration pursuant to the North Dakota Uniform Arbitration Act or Litigation exclusively in designated North Dakota state or federal courts].

Governing Law: This Agreement shall be governed by the laws of the State of North Dakota, excluding choice-of-law rules.

10. Compliance with Laws

The Contractor shall comply with all federal and North Dakota marketing/advertising regulations, including but not limited to CAN-SPAM, TCPA, FTC guidelines for truth-in-advertising, and NDCC § 51-15—Consumer Fraud and Unlawful Practices Act.

If collecting consumer data, the Contractor shall comply with all applicable privacy and data breach notification laws, with express consent requirements for direct marketing, if relevant.

11. Representations and Warranties

The Contractor represents and warrants that all work product is original, does not infringe on any third-party IP, and complies with all applicable advertising laws.

The Contractor shall avoid false claims or misuse of consumer data in campaign execution.

12. Other Provisions

Force Majeure: Neither party shall be liable for any delay or failure to perform due to events beyond its reasonable control, including but not limited to social media platform outages, regulatory bans, or third-party vendor failure.

Assignment/Subcontracting: The Contractor may/may not (choose one) assign or subcontract its obligations under this Agreement without the Client's prior written consent.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

Notices: All notices shall be in writing and delivered to the addresses set forth above via certified mail, return receipt requested, or email with confirmation of receipt.

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Independent Contractor Full Legal Name]

By: [Independent Contractor Signature]

Name: [Independent Contractor Printed Name]

Title: [Independent Contractor Title]