Rhode Island marketing independent contractor agreement template

Rhode Island Marketing Independent Contractor Agreement

This Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date of Signing], by and between:

[Client Legal Name], with a principal place of business at [Client Business Address] (the “Client”), and

[Contractor Legal Name], with a principal place of business at [Contractor Business Address] (the “Contractor”).

Client Email: [Client Email]

Client Phone: [Client Phone]

Contractor Email: [Contractor Email]

Contractor Phone: [Contractor Phone]

1. Services

The Contractor agrees to provide the following marketing services to the Client (the “Services”):

Option A: Digital Marketing Strategy Development:

Developing a comprehensive digital marketing strategy for [Specific Product/Service], including target audience analysis, channel selection, and budget allocation.

Option B: Campaign Management:

Managing digital advertising campaigns on platforms such as Google Ads, Facebook Ads, and [Other Platforms], including ad creation, bid optimization, and performance tracking.

Option C: Content Creation:

Creating marketing content, including blog posts, social media updates, website copy, and email newsletters, adhering to Client's brand guidelines.

Frequency of Deliverables: [Frequency e.g., weekly, monthly]

Approval Process: Content requires Client approval via [Communication Method e.g., email] before publication.

Option D: Branding Consultation:

Providing guidance on brand messaging, visual identity, and brand positioning.

Option E: Social Media Management:

Managing the Client's social media accounts, including content scheduling, community engagement, and performance reporting.

Option F: Paid Ads Execution:

Managing and executing paid advertising campaigns across various platforms.

Option G: SEO/SEM Services:

Providing search engine optimization (SEO) and search engine marketing (SEM) services to improve the Client's online visibility.

Option H: Analytics and Reporting:

Tracking and analyzing marketing campaign performance, providing regular reports to the Client.

KPIs: [List Key Performance Indicators e.g., website traffic, conversion rates]

Option I: Influencer Partnership Management:

Identifying, engaging, and managing partnerships with relevant influencers.

Option J: Event Promotion:

Promoting Client events through various marketing channels.

Standards for Outputs: All deliverables must meet professional standards and adhere to Client's brand guidelines.

2. Project Timeline and Deliverables

The project timeline and deliverables are as follows:

Option A: Project Start Date: [Start Date]

Option B: Project End Date: [End Date] (if applicable)

Option C: Scheduled Milestones:

Milestone 1: [Milestone Description] - Due Date: [Date]

Milestone 2: [Milestone Description] - Due Date: [Date]

Option D: Review Points: Review meetings will be held [Frequency e.g., weekly, bi-weekly] to discuss progress and address any issues.

Option E: Deadlines for Asset Submission: Client to provide assets by [Date] for each deliverable.

Option F: Client Feedback/Approvals: Client feedback required within [Number] days of deliverable submission.

3. Work Location and Resources

The Services will be performed:

Option A: Remotely.

Option B: Onsite at the Client's premises at [Client Business Address].

Option C: Hybrid: [Specify Details of Onsite/Remote Split]

The Client will provide the Contractor with access to:

Option A: Marketing software: [List Software e.g., HubSpot, Google Analytics]

Option B: Analytics tools: [List Tools]

Option C: Creative assets: [Describe Assets e.g., logos, brand guidelines]

Option D: Client-owned platforms/accounts: [List Platforms/Accounts]

The Contractor is responsible for the secure handling, storage, and destruction of marketing data in compliance with applicable laws. This includes adherence to CAN-SPAM, and TCPA, as applicable.

4. Service Fees and Payment

The Client will pay the Contractor as follows:

Option A: Hourly Rate: [Dollar Amount] per hour.

Option B: Per Project Fee: [Dollar Amount] per project.

Project Scope: [Describe Scope]

Option C: Retainer Fee: [Dollar Amount] per [Time Period e.g., month].

Option D: Commission: [Percentage] of [Sales/Revenue].

Option E: Performance-Based: [Describe Performance Metrics and Payment Structure]

Option F: Blended: [Describe Blended Payment Structure]

Payment Schedule:

Option A: Invoices will be submitted [Frequency e.g., monthly] and are due within [Number] days of receipt.

Option B: Milestone payments will be made upon completion of each milestone.

Option C: Retainer fee will be paid in advance on the [Day] of each month.

Reimbursement Policy: The Client will reimburse the Contractor for pre-approved expenses, such as advertising spend, upon submission of receipts. Contractor is responsible for all self-employment taxes, local and federal tax filings, and reporting as an independent business entity.

5. Intellectual Property

All original marketing work product created by the Contractor for the Client shall be owned by the Client.

Option A: Copyright Assignment: Contractor assigns all copyrights in original marketing assets to Client.

Option B: Portfolio Use: Contractor may use the work in their portfolio, subject to Client approval.

The Contractor warrants that they have the right to use any third-party materials incorporated into the work product and will not infringe on any third-party intellectual property rights.

6. Confidentiality

The Contractor agrees to keep all Client information confidential, including but not limited to:

Proprietary client data

Campaign strategies

Customer lists

Vendor relationships

Pricing models

This provision is governed by the Rhode Island Uniform Trade Secrets Act.

7. Data Security and Privacy

The Contractor shall handle all customer and personal data in compliance with applicable data privacy laws, including but not limited to Rhode Island data breach notification laws and applicable federal laws. Client data shall only be used for the agreed-upon marketing activities.

8. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. The Contractor is responsible for their own insurance (including professional liability and cyber liability), taxes, and legal compliance and must meet Rhode Island Department of Labor and Training's definition of independent contractor status and comply with DLT’s "independent contractor test” for state law.

9. Non-Solicitation and Non-Competition

Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months thereafter, the Contractor shall not solicit any employees or clients of the Client.

Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months thereafter, within a geographic area of [Geographic Area], the Contractor shall not engage in [Specific Competing Services].

These clauses are narrowly tailored to comply with Rhode Island law.

10. Subcontracting

The Contractor shall not subcontract any portion of the Services without the prior written consent of the Client. Any subcontractor must be subject to the same confidentiality, IP, and data security terms as the Contractor.

11. Warranty and Performance

The Contractor warrants that the Services will be performed in a professional and workmanlike manner. The Contractor makes no guarantees of specific marketing results.

12. Breach and Termination

If the Contractor breaches this Agreement, the Client may terminate the Agreement upon [Number] days' written notice. The Client reserves the right to pursue any remedies available under Rhode Island law.

The term of this agreement is [Number] months/years.

Either party may terminate this agreement with [Number] days written notice.

13. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through good-faith negotiation, followed by Rhode Island-based mediation or arbitration. The exclusive venue for any legal action shall be the state courts of Rhode Island, specifically Providence County. Rhode Island law governs this contract.

14. Notice

All notices under this Agreement shall be in writing and delivered by:

Postal mail

Email

Courier

Notices are deemed delivered [Number] days after mailing or upon confirmation of email receipt.

15. Compliance with Laws

The Contractor shall comply with all applicable Rhode Island business laws and municipal ordinances.

16. Cooperation

Contractor shall cooperate with client in the event of state or federal audit or investigation regarding any marketing services rendered.

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.

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

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title]