Oklahoma marketing independent contractor agreement template

Oklahoma Marketing Independent Contractor Agreement

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

• [Client Legal Name], a [State of Incorporation/Organization] [Entity Type] with its principal place of business at [Client Business Address, including City, State, and Zip Code], and registered to do business in Oklahoma (if applicable) under [Oklahoma Registration Details, if applicable] ("Client"),
• and
• [Contractor Legal Name], residing at [Contractor Address, including City, State, and Zip Code], and if a business entity, a [State of Incorporation/Organization] [Entity Type] with its principal place of business at [Contractor Business Address, including City, State, and Zip Code], and registered to do business in Oklahoma (if applicable) under [Oklahoma Registration Details, if applicable] ("Contractor").

1. Scope of Services

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

• Option A: Digital Marketing Services:
  • Management of digital advertising campaigns on [Specify Platforms, e.g., Google Ads, Facebook Ads, LinkedIn Ads].
  • Search Engine Optimization (SEO) and Search Engine Marketing (SEM).
  • Social media content creation and management for [Specify Platforms, e.g., Facebook, Instagram, Twitter].
  • Email marketing campaign design and execution.
• Option B: Content Creation Services:
  • Development of blog posts, articles, website content, and marketing materials.
  • Copywriting for advertisements, brochures, and other marketing collateral.
  • Video scriptwriting and storyboarding.
• Option C: Brand Strategy and Consulting:
  • Market research and analysis.
  • Brand strategy development and implementation.
  • Marketing plan creation and execution.
• Option D: Event Promotion:
  • Planning and executing marketing campaigns to promote specific events within Oklahoma.
  • Managing online and offline promotion strategies.
  • Tracking event-related ROI.

The specific scope of work, deliverables, timelines, and key performance indicators (KPIs) for each project will be defined in individual project briefs or statements of work (SOWs) agreed upon by both parties. Creative control boundaries and approval workflows will be specified in each SOW. Regular reporting or meeting requirements will be as outlined in the SOW.

2. Term and Termination

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.
• Option B: Ongoing Term
  • This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.

Termination Clause:

• Either party may terminate this Agreement with [Number] days written notice to the other party.
• The Client may terminate this Agreement immediately for cause, including but not limited to Contractor’s breach of this Agreement, gross negligence, fraud, or violation of any applicable law or regulation.
• Upon termination, the Contractor shall transfer all work-in-progress and relevant materials to the Client.

3. Compensation

• Option A: Hourly Rate
  • The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour for services rendered.
• Option B: Project-Based Fee
  • The Client shall pay the Contractor a fixed fee of [Dollar Amount] per project, as defined in the project's SOW.
• Option C: Retainer Fee
  • The Client shall pay the Contractor a retainer fee of [Dollar Amount] per [Month/Quarter] for ongoing services, as defined in a separate agreement.

Payment Schedule:

• The Contractor shall submit invoices to the Client on a [Monthly/Bi-weekly/Per Project] basis. Payment is due within [Number] days of invoice receipt.
• Late payments shall be subject to a penalty of [Percentage]% per month.

Reimbursement of Expenses:

• Pre-approved marketing expenses (e.g., ad spend, production, travel) will be reimbursed to the Contractor upon submission of receipts, subject to the Client's expense policy.

The Contractor is responsible for all applicable Oklahoma sales/use tax compliance.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client.

• The Contractor is solely responsible for withholding and paying all applicable self-employment taxes, federal and Oklahoma income taxes, workers' compensation (if required for sub-contractors), and unemployment insurance.
• The Contractor controls the manner and means by which the services are performed.
• The Contractor shall secure and maintain any required professional and industry-specific certifications, local business permits (such as a City of Oklahoma City business license if physically operating there), and advertising or telemarketing compliance as per Oklahoma statutes.

5. Intellectual Property

• Option A: Client Ownership
  • All marketing materials, creative assets, strategies, and deliverables created by the Contractor under this Agreement shall be the exclusive property of the Client.
• Option B: Shared Ownership
  • The Client shall own all marketing materials, creative assets, strategies, and deliverables, but the Contractor may retain the right to use the work in their portfolio for self-promotional purposes, subject to Client’s confidentiality restrictions.

The Contractor is responsible for obtaining any necessary third-party intellectual property licenses or clearances.

6. Confidentiality

Both parties agree to hold confidential all proprietary business information, sensitive customer data, and campaign results of the other party.

• This includes compliance with Oklahoma data protection, privacy, and breach notification requirements.

7. Liability and Insurance

The Contractor shall be responsible for any errors, omissions, or misrepresentations in their work.

• The Contractor shall maintain adequate professional liability or general business insurance with Oklahoma-appropriate coverage.

8. Non-Compete/Non-Solicitation

• Option A: Non-Compete
  • During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not engage in any business that directly competes with the Client within a [Specify Geographic Area, e.g., Oklahoma City metropolitan area]. This restriction is limited to [Specify Business Activities].
• Option B: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit or hire any employee or client of the Client.

These clauses are strictly limited in geographic scope, duration, and business activities per enforceability under Oklahoma contract law.

9. Subcontracting

• Option A: Permitted
  • The Contractor may subcontract certain portions of the work, subject to the Client's prior written approval. The Contractor will supervise and be responsible for the work of any subcontractors. All subcontractors must be bound by the terms of this Agreement.
• Option B: Not Permitted
  • The Contractor may not subcontract any portion of the work without the Client's prior written consent.

10. Acceptance of Deliverables

The Client shall have [Number] days to review and accept or reject deliverables.

• If the Client rejects a deliverable, the Contractor shall have [Number] days to make necessary revisions.
• Disputes about quality or performance will be handled according to reasonable standards for marketing industry deliverables in Oklahoma.

11. Dispute Resolution

• Any disputes arising under this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the parties agree to participate in mediation or arbitration in Oklahoma.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma.
• The venue for any legal action shall be in [Specify County, e.g., Oklahoma County], Oklahoma.

12. Oklahoma Regulatory Compliance

The Contractor shall comply with all applicable Oklahoma and federal marketing-related laws and regulations, including but not limited to:

• Required advertising disclaimers.
• Anti-spam obligations.
• Rules for sweepstakes or promotions tailored to Oklahoma statutes.
• Proper handling of client/customer data originating from Oklahoma residents.

13. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement and that there are no conflicting obligations that would prevent them from performing their obligations hereunder.

14. Amendments and Waivers

Any amendments or waivers to this Agreement must be in writing and signed by both parties.

15. Notices

All notices required or permitted under this Agreement shall be in writing and sent to the addresses listed above by [Specify Method, e.g., certified mail, email with confirmation].

16. Severability

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

17. Entire Agreement

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

18. Force Majeure

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

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

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]