Pennsylvania marketing independent contractor agreement template

Pennsylvania Marketing Independent Contractor Agreement

This Pennsylvania Marketing Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date] day of [Month], [Year], by and between:

[Client Name], a [State of Incorporation] corporation, with its principal place of business at [Client Address], hereinafter referred to as "Client," and

[Contractor Name], an independent contractor, with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

Scope of Services

Option A: Contractor will provide the following marketing services to Client: [Detailed Description of Services, including specific deliverables. Example: "Develop and manage Client's social media presence on Facebook and Instagram, including creating and posting original content three times per week, managing comments and messages, and running targeted advertising campaigns with a monthly budget of $[Amount]."]

Option B: Contractor will provide the marketing services as described in Exhibit A, attached hereto and incorporated by reference.

Option C: Contractor will provide marketing services as mutually agreed upon in writing from time to time. Each project will be outlined in a separate Statement of Work (SOW) signed by both parties.

Performance Standards and Timelines

Option A: Contractor shall perform the services in a professional and workmanlike manner, consistent with industry standards. Deliverables shall meet the specifications outlined in [Document Name or Description, e.g., "Client's Brand Guidelines"].

Option B: Contractor shall provide regular progress reports to Client [Frequency, e.g., "weekly," "bi-weekly"], and will be available for consultation by [Communication Method, e.g., "phone," "email"] during normal business hours.

Option C: All deliverables and timelines will be detailed in each Statement of Work (SOW). Client approval of the SOW is required prior to commencement of work.

Location of Services

Option A: Services will be performed remotely.

Option B: Services will be performed on-site at Client’s facility located at [Client Address]. Contractor shall adhere to all Client’s on-site policies and procedures.

Option C: Services will be performed remotely, with occasional on-site meetings as reasonably requested by Client. Contractor will be provided [Access Details, e.g., "key card access to the building"] for on-site access.

Compensation

Option A: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered. Contractor shall submit invoices [Frequency, e.g., "monthly"] detailing the hours worked and services performed.

Option B: Client shall pay Contractor a flat fee of [Dollar Amount] per [Period, e.g., "project," "month"] for the services outlined in Section 1.

Option C: Client shall pay Contractor a retainer fee of [Dollar Amount] per month, plus additional fees for specific projects as outlined in separate Statements of Work (SOW).

Option D: Client shall pay Contractor according to the milestone-based payment schedule detailed in Exhibit B, attached hereto and incorporated by reference.

Payment terms are net 30 days from the date of invoice. Pennsylvania statutory interest rates apply to late payments.

Contractor is responsible for collecting and remitting Pennsylvania sales tax, if applicable.

Ownership and Intellectual Property

Option A: All marketing materials, intellectual property, and data analytics generated by Contractor under this Agreement shall be the sole and exclusive property of Client. Contractor hereby assigns all right, title, and interest in such materials to Client.

Option B: Contractor shall retain ownership of all pre-existing intellectual property. Client shall have a non-exclusive license to use marketing materials created by Contractor under this Agreement for Client’s business purposes.

Option C: Ownership of intellectual property will be determined on a project-by-project basis, as specified in each Statement of Work (SOW).

Confidentiality

Contractor shall hold all Client confidential information in strict confidence and shall not disclose such information to any third party without Client’s prior written consent.

This includes, but is not limited to, client lists, marketing strategies, financial information, and proprietary data.

This obligation of confidentiality shall survive the termination of this Agreement.

Non-Solicitation and Non-Compete

Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit or attempt to solicit any employees or customers of Client.

Option B: During the term of this Agreement and for a period of [Number] months following termination, and within a geographic area of [Radius] miles from Client’s principal place of business, Contractor shall not provide marketing services to any business that directly competes with Client. This provision is subject to Pennsylvania law and shall be enforced only to the extent it is reasonable in scope and duration.

Option C: Non-Solicitation provision only. During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit or attempt to solicit any employees or customers of Client. No non-compete is included.

Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client.

Contractor is responsible for all federal, state (Pennsylvania), and local income taxes, self-employment taxes, and other business-related expenses.

Contractor is not entitled to Pennsylvania unemployment compensation, employee benefits, or company benefits.

Contractor is responsible for obtaining and maintaining all necessary licenses and permits required to perform the services in Pennsylvania.

Liability and Indemnification

Contractor shall be liable for any damages caused by Contractor’s negligence or willful misconduct.

Contractor shall indemnify and hold Client harmless from any claims, damages, or liabilities arising out of Contractor’s performance of services under this Agreement, including but not limited to claims for breach of contract, negligence, or intellectual property infringement.

Client shall not be liable for any acts or omissions of Contractor.

Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.

Option B: This Agreement may be terminated immediately by Client for cause, including but not limited to breach of this Agreement, gross negligence, or willful misconduct.

Option C: This Agreement shall automatically terminate upon completion of the services outlined in Section 1 or in the relevant Statement of Work (SOW).

Upon termination, Contractor shall return all Client materials and data. Client shall pay Contractor for all services performed up to the date of termination.

Amendments and Waivers

Any amendment or waiver of this Agreement must be in writing and signed by both parties.

No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such provision or any other provision.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.

If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, Pennsylvania].

If mediation is unsuccessful, the parties may pursue legal remedies in the state or federal courts located in [County, Pennsylvania].

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.

Representations and Warranties

Contractor represents and warrants that all marketing activities shall comply with all applicable federal and Pennsylvania laws, including but not limited to laws governing advertising content, digital privacy, and intellectual property rights.

Subcontractors

Option A: Contractor shall not subcontract any of the services under this Agreement without Client’s prior written consent.

Option B: Contractor may use subcontractors, but shall be responsible for the performance of all subcontractors. Contractor shall ensure that all subcontractors sign confidentiality and intellectual property assignment agreements equivalent to those in this agreement.

Insurance

Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount] per occurrence and professional liability insurance with a minimum coverage of [Dollar Amount] per claim.

Contractor shall provide Client with proof of insurance upon request.

Assignment

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

Recordkeeping and Audit

Contractor shall maintain accurate records of all work performed and expenses incurred under this Agreement.

Client shall have the right to audit Contractor’s records upon reasonable notice.

Pennsylvania Compliance

Contractor represents that it is compliant with all applicable Pennsylvania business registration requirements.

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 of this Agreement.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]