Oregon marketing independent contractor agreement template

Oregon Marketing Independent Contractor Agreement

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

• [Client Name], with a business address at [Client Address], phone number [Client Phone], email [Client Email], and Oregon Business Registry Number (if applicable) [Client Oregon Business Registry Number] ("Client"),
• and
• [Contractor Name], with a business address at [Contractor Address], phone number [Contractor Phone], email [Contractor Email], and Oregon Business Registry Number (if applicable) [Contractor Oregon Business Registry Number] ("Contractor").

1. Scope of Marketing Services

• Option A: The Contractor shall provide the following marketing services to the Client: [Detailed description of services, e.g., digital marketing strategy, social media management (specify platforms), content creation (specify types), SEO, PPC advertising (specify platforms), branding, campaign strategy, public relations, market research, analytics, event promotion, materials development.]
• Option B: The Contractor shall provide marketing services as detailed in Exhibit A, attached hereto and incorporated herein by reference.
• Detailed Service Descriptions: [Detailed descriptions of each service, including specific tasks and deliverables.]
• Expected Marketing Objectives/KPIs: [Key Performance Indicators (KPIs) and desired outcomes for each service.]
• Timelines: [Project start and end dates, and milestones for each service or phase.]
• Project Schedule: [Detailed schedule of activities and deadlines.]
• Reporting Format/Frequency: [How and when the Contractor will report on progress and results.]
• Approval Mechanisms: [Process for Client approval of marketing materials and strategies.]

2. Work Location and Platforms

• Option A: The Contractor shall perform the services remotely.
• Option B: The Contractor shall perform the services at the Client's office located at [Client Address].
• Option C: The Contractor shall perform the services both remotely and at the Client's office as needed.
• In-Person Meetings/Travel: [Specify expectations for in-person meetings within Oregon and requirements for travel, including location(s)]
• Reimbursement for Travel/Expenses: [Specify terms for reimbursement of travel and other expenses, aligning with Oregon regulations.]
• Tools/Software/Equipment: [Specify who provides tools, software, and equipment. Clarify digital access and data storage.]
• Cybersecurity and Privacy: [Ensure compliance with Oregon cybersecurity and privacy requirements.]

3. Payment Terms

• Option A: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] per project, as defined in Section 1.
• Option C: The Client shall pay the Contractor a monthly retainer of [Dollar Amount].
• Option D: The Client shall pay the Contractor on a campaign-based model, based on [Specific criteria, e.g., CPA, CPL, etc.].
• Option E: The Client shall pay the Contractor on a performance-based model based on the following metrics: [Specify metrics.]
• Billing Structure: [Specify the billing period and frequency.]
• Invoicing Procedures/Deadlines: [Specify how the Contractor must submit invoices and when they are due.]
• Applicable Oregon Taxes: [Contractor responsible for all federal and Oregon state and local business taxes.]
• IRS Form W-9/Oregon Forms: [Contractor must complete an IRS Form W-9 and any required Oregon-specific forms.]
• Late Payment Interest/Collection: [Specify interest on late payments and collection terms, complying with Oregon statutes.]
• Right to Withhold Payment: [Specify circumstances under which the Client may withhold payment pending project completion.]

4. Deliverables

• Deliverables: [List all expected deliverables, e.g., marketing reports, content files, creative assets, campaign analytics.]
• Quality Standards: [Define quality standards for deliverables.]
• Timelines for Delivery: [Specify delivery dates for each deliverable.]
• Revision/Correction Procedures: [Process for revisions and corrections.]
• Client Approval Process: [Process for Client review and approval of deliverables.]
• Documentation: [Requirements for documenting all versions and changes for audit or compliance purposes.]

5. Intellectual Property and Data

• Ownership: All creative works, marketing collateral, and data produced during the contract shall be owned by the Client.
• Copyright/Trademark Rights: Contractor assigns all copyright and trademark rights to the Client upon full payment.
• Pre-existing Materials: Exceptions for pre-existing Contractor materials are as follows: [Specify any exceptions.]
• Permitted Uses: Contractor may use client logos/materials only as permitted: [Specify permitted uses.]
• Oregon Data Protection: Contractor shall comply with all applicable Oregon data protection and consumer privacy laws.

6. Confidentiality and Non-Disclosure

• Client Data: Contractor shall treat all client data as confidential.
• Trade Secrets: Contractor shall not disclose Client's trade secrets.
• Consumer Data: Contractor shall protect consumer data according to Oregon law, including Oregon Consumer Identity Theft Protection Act.
• Retention/Sharing: Limitations on retention or sharing of client information are as follows: [Specify limitations.]
• Non-Disparagement: Contractor shall not disparage the Client.

7. Independent Contractor Relationship

• Independent Contractor Status: Contractor is an independent contractor and not an employee of the Client.
• No Employee Benefits: Contractor is not eligible for unemployment or workers’ compensation benefits.
• Taxes/Insurance: Contractor is responsible for their own federal and Oregon tax filings, insurance, licensing, and all business registrations or renewals.
• Oregon Notices: [Include any required Oregon notices if the Contractor is a sole proprietor or has an assumed business name.]

8. Licenses and Registrations

• Required Licenses: Contractor shall possess and maintain all necessary business and professional licenses/registrations required by Oregon law or municipal marketing ordinances.
• Proof of Compliance: Contractor shall provide proof of compliance with all required licenses and registrations.

9. Subcontractors/Assistants

• Written Approval: Contractor must obtain written approval from the Client before using any subcontractors or assistants.
• Independent Contractor Status: Verify the independent contractor status of any subcontractors.
• Confidentiality Assurances: Ensure that any subcontractors have confidentiality assurances in place.
• License/Insurance Verification: Verify the license and insurance of any subcontractors.
• Compliance with Oregon Labor Law: Subcontractors must comply with all applicable Oregon labor laws.

10. Liability and Indemnification

• Limits of Liability: The limits of liability for errors, missed deadlines, or content infringement are: [Specify limits.]
• Indemnification: Contractor shall indemnify the Client for legal claims or regulatory penalties arising from their work, including FTC or Oregon advertising compliance violations.

11. Insurance Requirements

• Professional Liability Insurance: Contractor shall maintain professional liability insurance with minimum policy limits of [Dollar Amount].
• General Business Liability Insurance: Contractor shall maintain general business liability insurance with minimum policy limits of [Dollar Amount].
• Cyber/Data Breach Insurance: Contractor shall maintain cyber/data breach insurance with minimum policy limits of [Dollar Amount].
• Proof of Insurance: Contractor shall provide proof of insurance to the Client.

12. Marketing Law and Advertising Compliance

• FTC Regulations: All services must comply with federal FTC regulations.
• Oregon Unlawful Trade Practices Act: Contractor must comply with the Oregon Unlawful Trade Practices Act.
• CAN-SPAM Act: Contractor must comply with the CAN-SPAM Act for email marketing.
• Division of Financial Regulation: Compliance with Division of Financial Regulation for regulated sectors.
• Disclosures/Testimony: Contractor must comply with requirements for disclosures and testimony.
• Sponsored Content Standards: Contractor must comply with standards for sponsored content.
• Accurate Claims: All claims and offers must be legal, accurate, and non-misleading according to Oregon law.
• Specific Regulations: Compliance with rules for marketing alcohol, cannabis, or other regulated products, if applicable.

13. Contract Termination

• Mutual Termination: Either party may terminate this Agreement with [Number] days written notice.
• Termination for Breach: Either party may terminate this Agreement for material breach.
• Immediate Termination: Client may terminate this Agreement immediately for legal or ethical violations.
• Transition/Handoff: Contractor shall provide a transition plan for the handoff of deliverables and data.
• Data Return/Destruction: Contractor shall return or destroy all client data upon termination.

14. Dispute Resolution

• Order: Disputes shall be resolved in the following order: negotiation, mediation, arbitration.
• Governing Law: Oregon law shall govern this Agreement.
• Venue: Venue for any legal action shall be in [County Name] County, Oregon, or an arbitration panel located within Oregon.
• Small Claims: [Specify procedures for potential small claims procedures in Oregon.]

15. Non-Solicitation and Non-Competition

• Non-Solicitation: During the term of this Agreement and for [Number] months thereafter, Contractor shall not solicit any of Client's employees or customers.
• Non-Competition: Contractor shall not compete with Client within [Geographic Area, e.g., Oregon] for [Number] months after the termination of this Agreement, limited to the use of Client lists or confidential strategies.
• Contractor's Post-Project Rights: Contractor retains the right to conduct separate business after the project.

16. Compliance with Oregon Statutes

• Data Breach Notification: Contractor shall comply with Oregon data breach notification requirements.
• Regulated Products: Compliance with rules for marketing alcohol, cannabis, or other regulated products, if applicable.
• Self-Certification: Contractor shall provide regular self-certification of compliance with applicable Oregon laws.

17. Force Majeure

• Force Majeure Events: Neither party shall be liable for delays caused by force majeure events, including wildfires or state of emergency in Oregon.
• Obligations: [Specify obligations of parties in case of unforeseeable delay.]

18. Amendment

• Writing Requirement: Any changes to this Agreement must be in writing and signed by both parties.
• Electronic Signature: Oregon electronic signature compliance applies where digital execution is used.

19. Record Retention

• Retention Period: Contractor shall retain project records and communications for a minimum of [Number] years, in accordance with Oregon and federal law.

20. Severability

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

21. Diversity, Equity, and Inclusion (Optional)

• DEI Compliance: [Specify any diversity, equity, and inclusion compliance requirements in marketing representations, if required by specific Oregon clients or sectors, including accessibility (ADA) standards for digital content.]

22. Merger/Integration Clause

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

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

____________________________
[Client Name]

____________________________
[Contractor Name]