Tennessee marketing independent contractor agreement template

Tennessee Marketing Independent Contractor Agreement

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

[Client Company Name], a [State of Incorporation] corporation with its principal place of business at [Client Company Address] (“Client”), and

[Contractor Name], an independent contractor with its principal place of business/residence at [Contractor Address] (“Contractor”).

Client and Contractor agree as follows:

1. Scope of Services

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

Option A: Digital marketing campaign management, including planning, execution, and optimization of online advertising campaigns, focusing on the Tennessee market.

Option B: Social media strategy development and execution, targeting Client's desired demographic in Tennessee.

Option C: Search Engine Optimization (SEO) and Search Engine Marketing (SEM) services to improve Client's online visibility in Tennessee search results.

Option D: Content creation, including blog posts, articles, website copy, and marketing materials tailored to Tennessee audiences.

Specific Deliverables:

[Deliverable 1: e.g., Monthly Social Media Report] - Due Date: [Date]

[Deliverable 2: e.g., SEO Audit Report] - Due Date: [Date]

[Deliverable 3: e.g., Weekly Blog Post] - Due Date: [Day of Week]

Expected Outcomes:

Increase website traffic by [Percentage]% within [Number] months.

Generate [Number] qualified leads per month.

Improve search engine ranking for [Keyword] to top [Number] positions.

2. Term and Termination

This Agreement shall commence on [Start Date] and shall continue for a term of [Number] months, unless terminated earlier as provided herein.

Option A: Automatic Renewal: This Agreement shall automatically renew for successive [Number] month terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: No Automatic Renewal: This Agreement shall terminate automatically at the end of the initial term.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice of such breach.

Termination for Convenience:

Option A: Client may terminate this Agreement at any time upon [Number] days written notice to Contractor.

Option B: Contractor may terminate this Agreement at any time upon [Number] days written notice to Client.

Upon termination, Contractor shall deliver to Client all work product, materials, and other property of Client in Contractor's possession or control.

3. Compensation

Client shall compensate Contractor for the Services as follows:

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

Option B: Flat Fee: [Dollar Amount] per [Time Period: e.g., month].

Option C: Project-Based: [Dollar Amount] per project, as defined in a separate project agreement.

Option D: Retainer: [Dollar Amount] per month, for [Number] hours of service.

Payment Schedule:

Option A: Monthly: Contractor shall invoice Client monthly, and Client shall pay each invoice within [Number] days of receipt.

Option B: Milestone-Based: Client shall pay Contractor according to the following milestones:

Milestone 1: [Description] - [Dollar Amount]

Milestone 2: [Description] - [Dollar Amount]

Out-of-Pocket Expenses: Client shall reimburse Contractor for reasonable and necessary out-of-pocket expenses incurred in connection with the Services, provided that Contractor obtains Client's prior written approval for such expenses. Contractor is responsible for all Tennessee sales tax, if applicable.

4. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing in this Agreement shall be construed to create an employment relationship between Client and Contractor. Contractor is responsible for all applicable federal and Tennessee state taxes, including self-employment taxes, and any required insurance and licenses. Contractor acknowledges that Contractor is not eligible for any employee benefits offered by Client.

5. Intellectual Property

Ownership: Client shall own all right, title, and interest in and to all work product created by Contractor in connection with the Services, including but not limited to copyrights, trademarks, and trade secrets (the "Intellectual Property").

Option A: Work Made for Hire: All work product shall be considered “work made for hire” under the U.S. Copyright Act.

Option B: Assignment: Contractor hereby assigns to Client all right, title, and interest in and to the Intellectual Property.

Contractor retains no rights to use or disclose the Intellectual Property after termination of this Agreement.

6. Confidentiality

Contractor shall hold all Confidential Information of Client in strict confidence and shall not disclose such Confidential Information to any third party without Client's prior written consent, except as required by Tennessee law. "Confidential Information" includes, but is not limited to, Client's business plans, customer lists, financial information, and marketing strategies.

7. Non-Solicitation

During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, Contractor shall not solicit, directly or indirectly, any of Client's employees or customers located in Tennessee for any business that is competitive with Client's business.

8. Non-Compete (Consider enforceability under Tennessee law and consult legal counsel)

During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, Contractor shall not engage in any business that is competitive with Client's business within [Geographic Area, e.g., the state of Tennessee]. This restriction applies only to marketing services similar to those provided to Client under this Agreement. This clause should be carefully reviewed to comply with Tennessee law on non-compete agreements.

9. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with Contractor's performance of the Services, except to the extent such claims, damages, liabilities, costs, and expenses are caused by Client's negligence or willful misconduct. Contractor must maintain adequate insurance, including [Insurance Types, e.g., errors and omissions insurance].

10. Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

Venue: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Tennessee.

Mediation/Arbitration:

Option A: Mediation: The parties agree to attempt to resolve any dispute arising out of or relating to this Agreement through mediation before resorting to litigation.

Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in [City, Tennessee].

11. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to those relating to advertising, consumer protection (Tennessee Consumer Protection Act), data privacy, and digital communications (CAN-SPAM, TCPA).

12. Representations and Warranties

Contractor represents and warrants that:

Contractor has the legal capacity to enter into this Agreement.

Contractor's performance of the Services will not infringe on the intellectual property rights of any third party.

Contractor possesses the necessary skills, knowledge, and experience to perform the Services in a professional and competent manner.

Contractor is duly registered and licensed to conduct business in Tennessee, as required.

13. Assignment

Contractor shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Client.

14. 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.

15. Severability

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

16. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a party's reasonable control, including but not limited to acts of God, war, terrorism, natural disasters (e.g., severe weather in Tennessee), or changes in law.

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

[Client Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]