Vermont marketing independent contractor agreement template

Vermont Marketing Independent Contractor Agreement

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

• [Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Vermont Address], Vermont ("Client"), and
• [Contractor Legal Name], a [Contractor Entity Type] with its principal place of business at [Contractor Vermont Address], Vermont ("Contractor").

1. Scope of Marketing Services

• Option A: The Contractor shall provide the following marketing services to the Client (the “Services”): [Detailed description of marketing services, e.g., Digital advertising management, Content creation, SEO/SEM, Social media campaign execution, Market research, Branding strategy, Event marketing, Analytics reporting. Tailor to Client's industry and objectives].
• Option B: The Contractor shall provide marketing services as detailed in Exhibit A, attached hereto and incorporated by reference.
• Option C: The Services will be defined on a project-by-project basis, as mutually agreed upon in writing by both parties.

2. Service Deliverables

• Option A: Deliverables shall include: [Specific Deliverables, e.g., Content formats, Platforms, Campaign goals, Reporting metrics, Deadlines, Review/Revision processes, KPI benchmarks].
• Option B: Specific deliverables will be detailed in separate project agreements.
• Option C: The Contractor shall provide the deliverables as outlined in the SOW (statement of work), agreed upon and signed by both parties.

3. Work Methods

• Option A: The Contractor shall perform the Services remotely.
• Option B: The Contractor shall perform the Services on-site at the Client's Vermont location.
• Option C: The Contractor shall perform the Services using a hybrid approach, with [Number] days per week on-site at the Client's Vermont location and the remaining work performed remotely. Contractor is also responsible for [Requirements for attendance at events, local market research, equipment/software usage, Vermont-specific marketing practices].

4. Compliance with Laws

• Option A: The Contractor shall comply with all applicable Vermont and federal marketing, advertising, and data privacy laws, including the Vermont Consumer Protection Act, CAN-SPAM Act, and other data protection regulations.
• Option B: The Contractor agrees to avoid deceptive marketing practices, comply with FTC guidelines, respect intellectual property rights, and observe social media platform rules, specifically addressing Vermont advertising regulations.

5. Independent Contractor Status

• Option A: It is expressly understood and agreed that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship under Vermont law or IRS guidelines.
• Option B: The Contractor is responsible for payment of all personal income taxes, self-employment taxes, obtaining any necessary Vermont business licenses, maintaining workers' compensation insurance (or waiving coverage), and securing personal insurance coverage.

6. Service Fees and Payment

• Option A: The Client shall pay the Contractor a fixed project price of [Dollar Amount] for the Services.
• Option B: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour for the Services.
• Option C: The Client shall pay the Contractor a retainer of [Dollar Amount] per [Time Period], plus performance-based compensation as follows: [Detailed performance-based compensation structure].
• Option D: Allowable expenses, such as ad spend or travel within Vermont, will be reimbursed according to the Client's expense reimbursement policy, with prior approval. Late payments will incur a penalty of [Percentage]% per month, as permitted by Vermont law.

7. Invoicing

• Option A: The Contractor shall submit invoices to the Client on a [Frequency] basis. Invoices must include the Contractor’s name, Vermont tax identification number (if applicable), a detailed description of the Services performed, and the total amount due.
• Option B: Invoices should be submitted to [Email Address].
• Option C: Payment will be made via [Method of Payment] within [Number] days of receipt of a valid invoice.

8. Intellectual Property Ownership

• Option A: All marketing deliverables and underlying intellectual property created by the Contractor for the Client shall be owned by the Client, including ad creatives, copy, campaign data, and original content. The Contractor retains the right to use deliverables in its portfolio or as case studies.
• Option B: All client information, proprietary strategies, and third-party data are confidential and must be handled with strict confidentiality. Treatment of Vermont consumer data will be consistent with Vermont data safeguarding statutes.

9. Subcontracting

• Option A: The Contractor shall not subcontract any of the Services without the prior written consent of the Client.
• Option B: Any permitted subcontractor must comply with all applicable Vermont legal requirements.

10. Performance Quality Guarantees and Remedies

• Option A: The Contractor guarantees that the Services will be performed in a professional and workmanlike manner. In the event of a breach of this warranty, the Client's sole remedy shall be to require the Contractor to re-perform the Services at no additional cost to the Client.
• Option B: In case Vermont consumer protection or advertising laws are breached due to Contractor's work, the Contractor will take necessary action to remedy the breach.
• Option C: Dispute escalation mechanism: [describe a multi-step process]

11. Liability and Indemnification

• Option A: The Contractor shall be liable for any breach of this Agreement, including project delay, poor-quality deliverables, confidentiality breach, violations of local regulations, misuse of Client assets, or unauthorized use of third-party materials.
• Option B: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's performance of the Services.
• Option C: The Contractor shall maintain errors and omissions insurance with a minimum limit of [Dollar Amount] per occurrence.

12. Record Keeping

• Option A: The Contractor shall maintain accurate and complete records of all Services performed, including time sheets, invoices, and expense reports.
• Option B: The Contractor shall maintain all records required for Vermont tax filing, campaign reporting, and compliance audits.

13. Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: Either party may terminate this Agreement upon [Number] days' written notice to the other party.
• Option C: The Client may terminate this Agreement immediately for cause, including non-payment, underperformance, or violation of applicable laws.
• Option D: Upon termination, the Contractor shall promptly deliver to the Client all materials, Vermont campaign data, and Client files in its possession.

14. Compliance with Laws (Detailed)

• Option A: The Contractor shall comply with all applicable Vermont and federal laws, including anti-spam, copyright, trademark, and privacy laws.
• Option B: If the Client operates in a regulated industry (e.g., healthcare, cannabis, insurance), the Contractor shall comply with all additional Vermont-specific advertising and confidentiality requirements.

15. Amendment

• Option A: This Agreement may be amended only by a written instrument signed by both parties.

16. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation between the parties.
• Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [Vermont County], Vermont.
• Option C: If mediation fails, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
• Option D: This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont. Venue for any legal action shall be in [Vermont County] County, Vermont.

17. Representations and Warranties

• Option A: The Contractor represents and warrants that it has the right to enter into this Agreement, is legally eligible to work and operate in Vermont, and maintains all necessary professional business registrations or local licenses.

18. Client Cooperation

• Option A: The Client shall provide timely feedback, access to Vermont-specific resources, and consents for local marketing activities as reasonably requested by the Contractor.

19. Non-Solicitation/Non-Compete (Optional)

• Option A: For a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit the Client's employees or customers located in Vermont.
• Option B: The Contractor shall not engage in any business that directly competes with the Client's business within a [Number] mile radius of [City/Town in Vermont] for a period of [Number] months following the termination of this Agreement.

20. Force Majeure

• Option A: 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, including local weather impacts or regional emergencies in Vermont.

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

____________________________

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]