Texas marketing independent contractor agreement template

Texas Marketing Independent Contractor Agreement

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

[Client Company Name], a [State] [Entity Type] with its principal place of business at [Client Business Address], hereinafter referred to as "Client," and

• Primary Contact: [Client Primary Contact Name]
• Email: [Client Contact Email]
• Phone: [Client Contact Phone]

and

[Contractor Company Name/Individual Name], a [State] [Entity Type (if applicable, otherwise remove)] with its principal place of business at [Contractor Business Address], hereinafter referred to as "Contractor."

• Primary Contact: [Contractor Primary Contact Name]
• Email: [Contractor Contact Email]
• Phone: [Contractor Contact Phone]

1. Scope of Marketing Services

The Contractor agrees to provide the following marketing services to the Client:

• Option A: Digital Marketing Services:
  • SEO (Search Engine Optimization): [Describe specific SEO services, deliverables, goals]
  • SEM (Search Engine Marketing): [Describe specific SEM services, deliverables, goals]
  • Social Media Management: [Specify platforms, content strategy, posting schedule, engagement goals]
  • Content Marketing: [Specify content types, creation schedule, target audience, distribution channels]
  • Email Campaigns: [Specify email types, target audience, frequency, metrics]
• Option B: Traditional Marketing Services:
  • Event Marketing: [Specify event types, responsibilities, location(s) in Texas]
  • Print Collateral: [Specify types of materials, design requirements, quantities]
  • Branding: [Specify branding guidelines development or implementation responsibilities]
• Option C: Marketing Strategy and Analysis:
  • Market Analysis: [Specify target market, research methods, deliverable reports]
  • Campaign Planning: [Specify campaign objectives, target audience, budget allocation, KPIs]
• Option D: Advertising and Lead Generation:
  • Advertising Space Purchases: [Specify types of media, budget management, reporting]
  • Lead Generation: [Specify lead generation methods, target lead volume, lead quality criteria]
• Option E: Creative Development:
  • Copywriting: [Specify types of copy, tone, style guidelines]
  • Graphic Design: [Specify types of visuals, branding guidelines, file formats]
  • Video Production: [Specify video types, length, scripting, filming, editing]
• Option F: Reporting and Tracking:
  • Result Tracking: [Specify metrics to be tracked, tracking tools, reporting frequency]
  • Reporting: [Specify report format, content, and delivery schedule]

2. Project Timeline and Milestones

The project timeline and milestones shall be as follows:

• Option A: The project will commence on [Start Date] and conclude on [End Date].
• Option B: The project shall be divided into the following phases:
  • Phase 1: [Phase 1 Description] - Completion Date: [Date]
  • Phase 2: [Phase 2 Description] - Completion Date: [Date]
  • Phase 3: [Phase 3 Description] - Completion Date: [Date]
• The Contractor shall provide regular reports to the Client according to the following schedule: [Reporting Schedule, e.g., Weekly, Bi-Weekly, Monthly].
• Drafts and concepts shall be submitted to the Client for approval. The approval process is as follows: [Describe approval process, e.g., turnaround time, required personnel].

3. Service Delivery Method and Work Location

The services will be delivered as follows:

• Option A: Primarily remote work, with occasional on-site visits at [Client Location in Texas, if applicable].
• Option B: Primarily on-site at [Client Location in Texas], [Number] days per week.
• Option C: Remote work only.

Access to Client's Proprietary Data:

• The Contractor will have access to the following Client data: [Specify data to be accessed, e.g., marketing assets, accounts, social media profiles, advertising budgets].
• The Contractor agrees to adhere to the following protocols for accessing and using the Client's data: [Describe security protocols, password management, access controls].

4. Compensation and Payment

The Client shall compensate the Contractor as follows:

• Option A: Hourly Rate: [Dollar Amount] per hour.
• Option B: Per Project: [Dollar Amount] per project, as defined in Exhibit A.
• Option C: Monthly Retainer: [Dollar Amount] per month.
• Option D: Performance/Commission-Based: [Specify commission structure and performance metrics].

Payment Schedule:

• Option A: Invoices shall be submitted [Frequency, e.g., Bi-Weekly, Monthly] and are due within [Number] days of receipt.
• Option B: Payments shall be made according to the milestones outlined in Section 2.

Billable Expenses:

• The Client will reimburse the Contractor for the following expenses: [Specify billable expenses, e.g., media purchases, third-party vendor fees, travel within Texas].
• All expenses must be pre-approved by the Client.

The Contractor's Texas Tax ID is: [Contractor Tax ID] (W-9 form attached as Exhibit B).

Late Payment Policy:

• A late payment fee of [Percentage]% per month will be charged on invoices not paid within [Number] days of the due date.

Dispute Billing Policy:

• Any billing disputes must be submitted to the Client in writing within [Number] days of the invoice date.

5. Ownership of Work Product

Ownership of work product shall be as follows:

• Option A: All creative content, campaign results, data analytics, and intellectual property developed by the Contractor for the Client shall become the exclusive property of the Client.
• Option B: The Client shall own all creative content, campaign results, data analytics, and intellectual property developed by the Contractor for the Client, but the Contractor retains the right to use the work in their portfolio.

The Contractor assigns to the Client all right, title, and interest in and to the work product, including all copyrights.

6. Confidentiality and Data Protection

The Contractor agrees to hold all Client information confidential.

The Contractor shall comply with all applicable Texas privacy laws, customer information security regulations, and federal digital marketing regulations (e.g., GDPR/CCPA if applicable, CAN-SPAM, TCPA).

The Contractor agrees to safeguard sensitive customer or commercial information.

7. Non-Solicitation, Non-Competition, and No-Circumvention

Non-Solicitation: During the term of this Agreement and for a period of [Number] years following its termination, the Contractor shall not solicit, directly or indirectly, any employee or client of the Client.

Non-Competition: During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, the Contractor shall not engage in any business that competes directly with the Client within [Geographic Area in Texas, e.g., the City of Austin, the State of Texas], with respect to [Specific services or products]. This is subject to Texas antitrust laws and reasonable limitations.

No-Circumvention: The Contractor shall not circumvent the Client in any business dealings.

8. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Client.

The Contractor is responsible for all self-employment taxes, insurance, and other benefits.

The Client will not withhold any taxes from payments made to the Contractor.

The Contractor acknowledges compliance with Texas Workforce Commission (TWC) definitions of an independent contractor.

9. Liability and Indemnification

The Contractor shall be liable for any errors in marketing materials or regulatory violations caused by the Contractor's negligence.

The Contractor shall maintain general or professional liability insurance with minimum policy limits of [Dollar Amount].

The Client shall indemnify the Contractor from any claims arising from the use of Client-provided materials.

10. Term and Termination

The term of this Agreement shall be [Fixed-Term, Project-Based, or Ongoing].

• Option A: Fixed-Term: This Agreement shall commence on [Start Date] and terminate on [End Date].
• Option B: Project-Based: This Agreement shall continue until the completion of the project described in Exhibit A.
• Option C: Ongoing: This Agreement shall continue until terminated by either party.

Termination Rights:

• Either party may terminate this Agreement upon [Number] days written notice to the other party.
• The Client may terminate this Agreement immediately for cause, including failure to meet KPIs or breach of confidentiality.

Upon termination, the Contractor shall hand over all marketing accounts, assets, and passwords to the Client.

The Client shall make final payment to the Contractor within [Number] days of termination, subject to project closure.

11. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through negotiation or mediation in [City, Texas].

If negotiation and mediation fail, the parties agree to binding arbitration in [City, Texas], in accordance with the rules of the American Arbitration Association.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state courts located in [County, Texas].

12. Compliance with Laws

The Contractor shall comply with all applicable local, state, and federal marketing regulations in Texas, including online ad disclosures, marketing licensing or registrations, and industry best practices.

The Contractor shall adhere to any applicable Texas Alcoholic Beverage Commission requirements for relevant campaigns.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event, including extreme weather or regional natural disasters in Texas.

14. Contractor Compliance

The Contractor shall maintain accurate business registration with the Texas Secretary of State (if applicable) and tax compliance (sales and franchise tax).

The Contractor is responsible for all employment and income tax obligations under Texas and federal law, including submission of a valid W-9.

15. Amendment and Assignability

This Agreement may be amended only by a written instrument signed by both parties.

The Contractor shall not assign or subcontract this Agreement without the Client's prior written consent.

16. 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, between the parties with respect to such subject matter.

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

Client:

____________________________

[Client Representative Name]

[Client Title]

[Client Company Name]

Contractor:

____________________________

[Contractor Representative Name]

[Contractor Title]

[Contractor Company Name/Individual Name]

Exhibits:

• Exhibit A: Detailed Scope of Work and Pricing Schedule
• Exhibit B: Contractor W-9 Form