Utah marketing independent contractor agreement template

Utah Marketing Independent Contractor Agreement

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

[Client Name], a [Client Entity Type, e.g., Utah Corporation] with its principal place of business at [Client Address], and whose tax identification number is [Client Tax ID] (hereinafter referred to as "Client"),

and

[Contractor Name], a [Contractor Entity Type, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor Address], and whose tax identification number is [Contractor Tax ID] (hereinafter referred to as "Contractor").

Scope of Services

Option A: General Marketing Services

Contractor shall provide the following marketing services to Client: [Detailed description of marketing services, including specific tasks, deliverables, and timelines, e.g., social media management, content creation, SEO optimization, email marketing campaigns].

The Contractor will provide weekly reports on [Reporting Metrics, e.g., campaign performance, website traffic, lead generation].

Option B: Specific Project Marketing Services

Contractor shall provide marketing services specifically for the project: [Project Name], including: [Detailed description of marketing services specific to the project, deliverables, and timelines].

The project is expected to last from [Start Date] to [End Date].

Option C: Marketing Technology Services

Contractor shall provide marketing technology services to Client, including [Description of Marketing Technology Services, e.g., marketing automation implementation, CRM integration, data analytics, web development].

Work Location

Option A: Remote

All services under this Agreement will be performed remotely by Contractor from [Contractor Location].

Option B: On-Site

Contractor shall perform services at Client's premises located at [Client Address], [Number] days per week. The Contractor will comply with all Client's site safety and security policies while on-site.

Option C: Hybrid

Contractor shall perform services both remotely and on-site at Client’s premises located at [Client Address]. The schedule for on-site work will be [Description of On-site Work Schedule].

The Contractor will manage their access to Client's systems securely.

Compensation

Option A: Hourly Rate

Client shall pay Contractor an hourly rate of [Hourly Rate] per hour for all services performed.

Option B: Project-Based Fee

Client shall pay Contractor a fixed fee of [Fixed Fee Amount] for the completion of the project described in Section 1, Option B.

Option C: Retainer Fee

Client shall pay Contractor a monthly retainer fee of [Retainer Fee Amount] for the services described in Section 1, Option A.

Option D: Performance-Based Compensation

Client shall pay Contractor a base fee of [Base Fee Amount] plus a bonus of [Bonus Percentage]% of [Basis for Bonus, e.g., generated sales, new leads].

Invoicing and Payment

Contractor shall submit invoices to Client on a [Invoice Frequency, e.g., monthly, bi-weekly] basis. Client shall pay all valid invoices within [Number] days of receipt.

All payments will be made via [Payment Method, e.g., check, direct deposit].

Late payments will incur a penalty of [Late Payment Penalty, e.g., 1.5% per month].

Sales tax obligations are the responsibility of [Responsible Party, e.g., Client, Contractor], as per Utah State Tax Code.

Expenses

Option A: Reimbursable Expenses

Client shall reimburse Contractor for pre-approved, reasonable expenses incurred in the performance of services under this Agreement, including [List of Reimbursable Expenses, e.g., travel, advertising costs, software licenses].

All expenses must be pre-approved in writing by Client. Contractor shall submit receipts for all expenses.

Option B: No Reimbursement

Client shall not reimburse Contractor for any expenses. All expenses are the sole responsibility of the Contractor.

Contractor shall maintain documentation of all expenses according to Utah business expense legal standards.

Ownership and Intellectual Property

Option A: Client Ownership

All materials, including but not limited to, marketing materials, creative assets, branding work, deliverables, and reports created by Contractor under this Agreement shall be the sole and exclusive property of Client.

Option B: Contractor License

Client shall own all materials created by Contractor under this agreement, except for [List of Contractor-Retained IP, e.g., Contractor's pre-existing templates], for which Contractor grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use such materials.

This clause is compliant with the Utah Uniform Trade Secrets Act.

Confidentiality and Data Privacy

Contractor agrees to hold all Client information, including client strategies, customer data, account logins, and proprietary platforms, in strict confidence.

Contractor shall comply with the Utah Consumer Privacy Act and all other applicable data privacy laws.

Upon termination of this agreement, Contractor will [Action Upon Termination, e.g., return, destroy] all confidential materials.

Independent Contractor Relationship

The parties agree that Contractor is an independent contractor and not an employee, partner, or agent of Client.

Contractor is responsible for all self-employment taxes, unemployment insurance, and health insurance.

Contractor is not eligible for any employee benefits from Client.

Business Registration and Licensing

Contractor represents and warrants that it is duly registered and licensed to conduct business in Utah, if applicable, and will maintain such registration and licenses throughout the term of this Agreement.

Contractor is responsible for complying with all state and local regulatory requirements.

Non-Solicitation and Non-Compete

Option A: 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 employees or customers of Client.

Option B: Non-Compete

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 competes with the business of Client within [Geographic Area, e.g., Utah, Salt Lake County].

This non-compete clause complies with the Utah Restrictive Covenants Act.

Option C: No Restrictions

No non-solicitation or non-compete restrictions apply to Contractor.

Liability, Indemnification, and Insurance

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Contractor’s performance of services under this Agreement, including claims related to faulty marketing practices and advertising compliance.

Contractor shall maintain [Type of Insurance, e.g., professional liability insurance, general business insurance] with coverage of at least [Coverage Amount].

Modification, Assignment, and Subcontracting

No modification of this Agreement shall be valid unless in writing and signed by both parties.

Contractor shall not assign this Agreement without the prior written consent of Client.

Contractor shall not use subcontractors without prior written disclosure to and consent from Client.

Termination

Option A: Termination for Convenience

Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.

Option B: Termination for Cause

Client may terminate this Agreement immediately upon written notice to Contractor if Contractor breaches any material provision of this Agreement.

Upon termination, Contractor shall deliver all work product to Client.

Client shall pay Contractor for all services performed and expenses incurred up to the date of termination.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through the following methods:

First, the parties shall attempt to resolve the dispute through good faith negotiation.

If negotiation fails, the parties agree to participate in mediation in [City, Utah].

If mediation fails, the parties agree that the dispute shall be resolved by binding arbitration or litigation in [County, Utah], under Utah law.

Warranty and Representations

Contractor warrants that it has the authority to enter into this Agreement and that its services will comply with all applicable laws and regulations, including Utah state and federal advertising rules, FTC guidelines, CAN-SPAM Act, and relevant platform policies.

Integration, Severability, and Waiver

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Marketing for Regulated Industries

If Contractor provides marketing services for regulated industries (e.g., healthcare, real estate), Contractor shall adhere to all sector-specific Utah and federal advertising regulations.

Compliance Attestation

Contractor attests that they will comply with all applicable industry regulations, Utah state, and federal advertising rules.

Legal Capacity

Both parties attest they have the legal capacity and authorization to enter into this contract in the State of Utah.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]