South Dakota marketing independent contractor agreement template

South Dakota Marketing Independent Contractor Agreement

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

[Client Name], located at [Client Address], with phone number [Client Phone] and email address [Client Email] (hereinafter referred to as "Client"),

and

[Contractor Name], located at [Contractor Address], with phone number [Contractor Phone] and email address [Contractor Email] (hereinafter referred to as "Contractor").

1. Statement of Work

Option A: Contractor will perform the following marketing services for Client, as detailed in Exhibit A, attached hereto and incorporated herein: [Description of Marketing Services].

Option B: Contractor will provide marketing services as requested by Client from time to time. Each project and associated deliverables will be documented in a separate Statement of Work (SOW), executed by both parties, which will then become part of this Agreement.

Scope: The marketing services shall include, but are not limited to, [Specific list of services e.g., social media management, content creation, digital advertising, SEO]. Measurable deliverables include: [List of Deliverables with format e.g., monthly reports, website content, campaign assets]. Timelines for deliverables are as follows: [Detailed Timeline]. Performance will be measured by: [Key Performance Indicators (KPIs)]. Reporting structure: [Description of reporting structure and frequency].

2. Working Arrangement

Option A: Contractor will perform the services remotely.

Option B: Contractor will perform the services on-site at [Client Location].

Required Meetings:

Option A: Weekly meetings will be held virtually via [Platform e.g., Zoom].

Option B: Meetings will be held in-person at [Location] on a [Frequency e.g., weekly, bi-weekly] basis.

Access to Resources: Client will provide Contractor with access to the following resources and systems: [List of Resources]. Expectations for use of Client Software/Tools: [Detailed Expectations]. Protocols for Data Exchange and Asset Management: [Detailed Protocols].

3. Compensation

Option A: Fixed Fee: Client will pay Contractor a fixed fee of [Amount] for the services described in the Statement of Work.

Option B: Hourly Rate: Client will pay Contractor an hourly rate of [Amount] per hour for services rendered.

Option C: Retainer: Client will pay Contractor a monthly retainer of [Amount] for the services described in the Statement of Work.

Payment Schedule:

Option A: Payment will be made upon completion of the project.

Option B: Payment will be made bi-weekly upon submission of an invoice.

Option C: Retainer fee will be paid on the first day of each month.

Invoicing Procedure: Contractor will submit invoices to [Contact Person/Department] at [Email Address]. Invoices must include: [Required Invoice Information]. Approval Process: [Description of Approval Process].

Reimbursements: Client will reimburse Contractor for pre-approved marketing expenses, including but not limited to [List of Expenses], upon submission of receipts.

South Dakota Sales Tax: [Indicate whether sales tax applies and how it will be handled according to South Dakota law].

Tax Responsibility: Contractor is solely responsible for all income and self-employment taxes related to payments received under this Agreement.

Late Payment Penalties: Late payments will be subject to a penalty of [Percentage or Fixed Amount] per month, or the maximum rate permitted by South Dakota law, whichever is less.

4. Intellectual Property

Ownership: Client will own all intellectual property rights in marketing materials, campaign content, data, and analytics created under this Agreement, with the exception of Contractor's pre-existing materials.

Licensing: [Specify any licensing agreements for use of pre-existing materials].

Assignment: Contractor hereby assigns all rights, title, and interest in the deliverables to Client, acknowledging this assignment is made under the laws of the State of South Dakota.

5. Confidentiality

Contractor agrees to hold all Client data, trade secrets, campaign strategies, and proprietary information in strict confidence, both during and after the term of this Agreement.

Exceptions: This obligation does not apply to information that is publicly available, already known to Contractor, or received from a third party without breach of any confidentiality obligation. The definition of "trade secret" shall align with SDCL § 37-29-1.

6. Data Privacy and Security

Contractor will comply with all applicable federal and South Dakota data privacy laws, including but not limited to [List Relevant Laws e.g., HIPAA if applicable, South Dakota Personal Information Protection Act].

Data Handling: Contractor will implement and maintain reasonable security measures to protect personal or customer data, including data storage, transmission, and breach notification procedures.

Breach Notification: Contractor will notify Client immediately upon discovery of any data breach.

7. Independent Contractor Status

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

Contractor is solely responsible for all self-employment taxes, workers' compensation, unemployment insurance, and any necessary local or state licenses under South Dakota law. This agreement is interpreted consistent with the South Dakota definition of an independent contractor under SDCL § 61-1-11.

8. Business Licenses and Registrations

Contractor warrants that it possesses all necessary business licenses and registrations required to operate legally in its South Dakota jurisdiction and will comply with all applicable local and industry-specific licensing or advertising regulations.

9. Insurance

Option A: Contractor is required to maintain general liability insurance with minimum limits of [Amount] and professional liability insurance with minimum limits of [Amount].

Option B: Contractor is not required to maintain insurance.

Proof of Insurance: If required, Contractor will provide Client with proof of insurance coverage upon request.

10. Non-Solicitation/Non-Competition

During the term of this Agreement and for a period of [Number] months following termination, Contractor will not solicit Client's clients or employees.

Option A: Contractor will not engage with the Client's direct competitors within [Geographic Area].

Option B: No non-competition agreement applies.

This clause is intended to be enforceable to the fullest extent permitted by South Dakota law.

11. Subcontractors

Contractor may use subcontractors to perform services under this Agreement, subject to Client's prior written approval.

Contractor is responsible for ensuring that all subcontractors comply with South Dakota independent contractor and tax law.

12. Conflict of Interest

Contractor will disclose any other marketing work that could pose an actual or perceived conflict with Client's business interests.

13. Performance Monitoring and Reporting

Contractor will provide Client with written activity reports on a [Frequency e.g., weekly, monthly] basis.

Reports will include updates on KPIs and campaign results.

Client feedback and acceptance of work will be communicated via [Method of Communication e.g., email, meetings].

14. Client Responsibilities

Client will provide Contractor with access to brand materials, marketing budgets, staff contacts, and timely approvals.

15. Limitations of Liability

Client shall not be liable for any indirect or consequential damages arising out of or related to this Agreement, to the extent allowable under South Dakota law.

Indemnification: Contractor will indemnify and hold Client harmless from any third-party claims arising from Contractor's marketing activities or intellectual property infringement.

16. Amendment and Waiver

Any amendment or waiver of this Agreement must be in writing and executed by both parties in accordance with South Dakota legal formalities.

17. Term and Termination

This Agreement will commence on [Start Date] and will continue for a term of [Duration].

Option A: This Agreement will automatically renew for successive [Duration] terms unless either party provides written notice of termination at least [Number] days prior to the end of the current term.

Termination for Convenience: Either party may terminate this Agreement for convenience with [Number] days' written notice.

Termination for Cause: Either party may terminate this Agreement for cause (failure to perform, breach of confidentiality, legal violations) with [Number] days' written notice and an opportunity to cure the breach.

Post-Termination Obligations: Upon termination, Contractor will provide Client with all completed work and return all Client property. The confidentiality and intellectual property provisions of this Agreement will survive termination.

18. Dispute Resolution

Any disputes arising out of or related to this Agreement will be resolved through negotiation, then mediation or arbitration in [City, South Dakota].

This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota.

Service of process shall be in accordance with South Dakota procedural requirements.

19. Force Majeure

Neither party will be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, as defined and interpreted under South Dakota law.

20. General Provisions

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

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

Counterparts: This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Electronic Signatures: Electronic signatures are valid under South Dakota's Uniform Electronic Transactions Act.

21. Industry-Specific Compliance

Contractor will comply with all applicable Federal Trade Commission (FTC) regulations, CAN-SPAM Act requirements, and other industry-specific compliance obligations.

22. Signatures

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

____________________________
[Client Name], [Title]
[Date]

____________________________
[Contractor Name], [Title]
[Date]