Ohio marketing independent contractor agreement template

Ohio Marketing Independent Contractor Agreement

This Ohio Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] by and between [Client Company Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client Address] (“Client”), and [Contractor Company Name or Individual Name], an independent contractor with a principal place of business/residence at [Contractor Address] (“Contractor”).

1. Contact Information:

• Client:
  • Name: [Client Name]
  • Address: [Client Address]
  • Email: [Client Email]
  • Phone: [Client Phone]
  • Ohio Tax Identification Number (if applicable): [Client Tax ID]
• Contractor:
  • Name: [Contractor Name]
  • Address: [Contractor Address]
  • Email: [Contractor Email]
  • Phone: [Contractor Phone]
  • Ohio Tax Identification Number (if applicable): [Contractor Tax ID]

2. Scope of Services:

• The Contractor agrees to provide the following marketing services to the Client:
  • Option A: Digital Campaign Management: [Description of Digital Campaign Management Services, including platforms, budget, and goals]
  • Option B: Content Creation: [Description of Content Creation Services, including types of content, quantity, and target audience]
  • Option C: SEO/SEM Services: [Description of SEO/SEM Services, including keyword research, on-page optimization, and PPC campaign management]
  • Option D: Social Media Strategy: [Description of Social Media Strategy Services, including platform selection, content calendar development, and community management]
  • Option E: Graphic Design: [Description of Graphic Design Services, including types of designs, specifications, and turnaround times]
  • Option F: Market Research: [Description of Market Research Services, including surveys, focus groups, and competitive analysis]
  • Option G: Influencer Outreach: [Description of Influencer Outreach Services, including influencer identification, campaign management, and reporting]
  • Option H: Event Marketing: [Description of Event Marketing Services, including planning, promotion, and execution]
  • Option I: Reporting: [Description of Reporting Services, including frequency, metrics, and format]

3. Deliverables and Performance Standards:

• The Contractor shall deliver the following:
  • Option A: Specific Deliverables: [List of specific deliverables, e.g., campaign reports, creative assets, strategy documents]
  • Option B: Performance Standards: [Detailed description of performance standards, e.g., engagement rates, conversion tracking, reach, ROI]
• Service Period: The services will be performed during the period from [Start Date] to [End Date].
• Project Milestones: [List of project milestones and corresponding deadlines]
• Approval Process: All deliverables are subject to Client approval within [Number] days of submission.

4. Location of Service:

• Option A: On-site: Contractor will perform services at [Client Location].
• Option B: Remote: Contractor will perform services remotely.
• Option C: Hybrid: Contractor will perform services both on-site and remotely as needed and agreed upon. [Specify the amount of time onsite and the circumstances that require onsite work.]
• Client shall provide the following:
  • Access to facilities: [Description of facilities, e.g., office space, meeting rooms]
  • Required equipment/technology: [List of required equipment/technology, e.g., computer, software]
  • Client-provided materials: [List of client-provided materials, e.g., brand guidelines, product information]
• Contractor agrees to adhere to Client’s branding and compliance guidelines.

5. Compensation:

• Option A: Hourly: Contractor shall be compensated at a rate of [Dollar Amount] per hour.
• Option B: Per Project: Contractor shall be compensated a fixed fee of [Dollar Amount] per project.
• Option C: Retainer: Contractor shall be compensated a retainer fee of [Dollar Amount] per [Time Period, e.g., month].
• Option D: Performance-Based: Contractor shall be compensated based on the following performance metrics: [Description of performance metrics and corresponding compensation]
• Payment Schedule: Contractor shall invoice Client [Frequency, e.g., monthly] and Client shall pay the invoice within [Number] days of receipt.
• Ohio Sales Tax: [Specify whether Ohio sales tax applies to the marketing services and if so, who is responsible for remitting it.]
• Late Payment Fee: Client shall pay a late payment fee of [Dollar Amount or Percentage] for any invoice not paid within [Number] days of the due date.
• Reimbursement of Expenses: Client shall reimburse Contractor for pre-approved expenses, including [List of pre-approved expenses, e.g., media spend, travel].

6. Intellectual Property:

• Option A: Work Made for Hire: All creative content, campaign data, and strategies created by the Contractor for the Client shall be considered "work made for hire" and owned exclusively by the Client.
• Option B: Assignment of Rights: Contractor hereby assigns all rights, title, and interest in and to all creative content, campaign data, and strategies created for the Client to the Client.
• Residual Rights: [Specify any residual rights retained by the Contractor, if any.]

7. Confidentiality:

• Contractor agrees to hold confidential all marketing data, trade secrets, new product launches, campaign strategies, and client/customer information.
• Contractor shall protect consumer data and comply with all applicable advertising regulations, privacy laws, the Ohio Deceptive Trade Practices Act, and the CAN-SPAM Act.

8. Independent Contractor Relationship:

• The parties agree that Contractor is an independent contractor and not an employee of Client.
• Contractor is responsible for all self-employment tax, workers’ compensation coverage (and any Ohio BWC elective coverage), business licensing, and independent tax filings, including State of Ohio commercial activity tax (CAT) where applicable. Contractor is not eligible for any employee benefits.

9. Subcontracting:

• Option A: Subcontracting Prohibited: Contractor shall not subcontract any of the services under this Agreement without the prior written consent of Client.
• Option B: Subcontracting Permitted: Contractor may subcontract services with prior Client approval. [Specify the approval process.]

10. Non-Competition/Non-Solicitation:

• Option A: Non-Competition: During the term of this Agreement and for [Number] months after termination, Contractor shall not provide similar services to any direct competitor of Client within [Geographic Area]. [This clause must be reasonable in scope, duration, and geography to be enforceable under Ohio law.]
• Option B: Non-Solicitation: During the term of this Agreement and for [Number] months after termination, Contractor shall not solicit any employees or customers of Client.

11. Indemnification:

Contractor shall indemnify and hold harmless Client from any and all third-party claims arising from Contractor’s marketing activities, including but not limited to alleged copyright infringement in ad content or advertising code violations.

12. Warranties:

• Contractor warrants that all deliverables will be original, accurate, and compliant with all applicable advertising standards.
• Contractor warrants to promptly correct any errors in deliverables.

13. Limitation of Liability:

Client shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this agreement, including media placement errors or regulatory fines. [Specify any limitations on liability tailored to risks inherent in Ohio marketing activity.]

14. Termination:

• This Agreement may be terminated as follows:
  • Option A: By either party with [Number] days written notice.
  • Option B: By Client for cause, including breach of contract or non-performance.
  • Option C: By mutual agreement.
• Upon termination, Contractor shall provide Client with all final payment and deliverables.
• Contractor shall transition all campaign accounts, social media credentials, and ongoing ad management to Client upon termination.

15. Return of Property:

Upon termination of this Agreement, Contractor shall promptly return or delete all Client property, documents, and data.

16. Compliance with Laws:

Contractor shall comply with all applicable Ohio and federal laws, including regulations on sweepstakes, promotions, data collection, telemarketing, and industry codes.

17. Record Keeping and Audit:

Contractor shall maintain accurate records of campaign expenditures and results. [Specify audit rights if Client is subject to regulatory oversight.]

18. Dispute Resolution:

• The parties shall attempt to resolve any disputes through good-faith negotiation.
• If negotiation fails, the parties agree to mediate the dispute in [City, Ohio] before resorting to arbitration or litigation.
• This Agreement shall be governed by the laws of the State of Ohio.
• Any legal proceedings shall be brought in [County] County, Ohio.

19. Insurance:

Contractor shall maintain adequate insurance coverage, including [Specify required insurance, e.g., professional liability, cyber risk coverage].

20. Assignment:

Neither party may assign this Agreement without the prior written consent of the other party.

21. Notice:

All notices under this Agreement shall be in writing and delivered to the addresses specified above.

22. Waiver of Jury Trial:

[Optional: Add if desired] The parties waive their right to a jury trial in any legal proceeding relating to this Agreement.

23. Force Majeure:

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, or terrorism.

24. Non-Agency:

Contractor is not an agent of Client and has no authority to bind Client to any agreements or obligations.

25. Endorsements/Testimonials:

Contractor shall comply with Ohio advertising law regarding endorsements and testimonials.

26. Approval of Communications:

Contractor shall obtain Client’s prior written approval for all public communications or use of Client’s name or trademarks in Contractor’s promotional portfolio.

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

[Client Company Name]

By: [Client Name]

Title: [Client Title]

[Contractor Company Name or Individual Name]

By: [Contractor Name]

Title: [Contractor Title] (if applicable)