Virginia marketing independent contractor agreement template
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How Virginia marketing independent contractor agreement Differ from Other States
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Virginia applies the IRS 20-factor test in addition to state-specific criteria to determine independent contractor status, affecting contract language.
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Virginia requires clear, written agreements outlining the contractor’s independence to comply with strict worker misclassification laws.
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Non-compete and solicitation clauses in Virginia are evaluated under stricter standards compared to many other states, impacting enforceability.
Frequently Asked Questions (FAQ)
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Q: Is a written agreement required for marketing independent contractors in Virginia?
A: Yes, a written agreement is strongly recommended to ensure compliance with Virginia’s misclassification and labor laws.
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Q: Can I include a non-compete clause in a Virginia marketing independent contractor agreement?
A: Yes, but Virginia courts scrutinize non-compete clauses strictly and enforce only what is reasonable in scope and duration.
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Q: Does Virginia law treat independent contractors differently than employees?
A: Yes, contractors are not entitled to employee benefits or protections, but must be properly classified to avoid legal penalties.
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Virginia Marketing Independent Contractor Agreement
This Virginia Marketing Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:
[Client Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Address], and if applicable, Virginia Registered Agent: [Client Registered Agent Name] located at [Client Registered Agent Address] (the “Client”),
and
[Contractor Legal Name], a [Contractor Business Entity Type] with its principal place of business at [Contractor Address] (the “Contractor”).
1. Scope of Services
The Contractor agrees to provide the following marketing services to the Client:
Option A: [Description of Marketing Services, e.g., Digital Advertising Campaign Management]
Option B: [Description of Marketing Services, e.g., Social Media Strategy and Content Creation]
Option C: [Description of Marketing Services, e.g., Search Engine Optimization (SEO) and Analytics]
Option D: Other: [Detailed Description of Other Marketing Services]
Deliverables: [List of Deliverables with Measurable Standards]
Timelines: [Project Timelines, Phases, and Milestones]
Reporting: [Means of Reporting Performance Results]
Client Approval: [Client Sign-off Requirements]
2. Work Location
The Contractor will perform the services:
Option A: Remotely.
Option B: On-site at the Client's premises located at [Client Address].
Option C: Hybrid, with [Number] days per week on-site at [Client Address].
Option D: At various event locations throughout Virginia, as required for the services.
Attendance at Virginia-based events/meetings: [Specify attendance requirements]
3. Client Materials and Access
The Client shall provide the Contractor with the following materials, software, and access:
[List of Materials, Software, and Access Provided by Client]
Data handling: The Contractor shall handle client-provided data in compliance with Virginia cybersecurity and privacy laws, including the Virginia Consumer Data Protection Act (VCDPA).
4. Subcontracting
Option A: The Contractor shall not subcontract any portion of the services without the prior written consent of the Client.
Option B: The Contractor may subcontract the following specific services: [List of Services that can be subcontracted].
Use of Third-Party Vendors: [Outline constraints on use of third-party vendors]
5. Compensation
The Client shall compensate the Contractor as follows:
Option A: Hourly rate of [Dollar Amount] per hour.
Option B: Per project fee of [Dollar Amount] per project.
Option C: Retainer fee of [Dollar Amount] per month.
Option D: Commission-based, with a commission of [Percentage]% on [Specify Basis for Commission].
Payment Schedule: [Specify Payment Schedule, e.g., Bi-weekly, Monthly, Upon Completion of Milestones]
Invoicing: [Method and Timing of Invoicing]
Expense Reimbursement: Out-of-pocket expenses will be reimbursed upon submission of receipts, subject to prior approval by the Client.
Late Payment Penalties: Late payments shall be subject to a penalty of [Percentage]% per month, compliant with Virginia's prompt payment laws.
Virginia Sales and Use Tax: [State whether marketing services are taxable or nontaxable under Virginia statutes]
6. Intellectual Property
All marketing concepts, creative works, campaign materials, data, and reports created by the Contractor for the Client shall become the sole property of the Client upon payment.
The Contractor assigns all copyrights to the Client.
Moral rights waiver (if applicable): [Include moral rights waiver language if required].
Licensed or Pre-existing Contractor Intellectual Property: [Clarify any licensed or pre-existing contractor intellectual property usage and duration].
7. Confidentiality and Data Protection
The Contractor agrees to maintain the confidentiality of all Client information and customer data in accordance with the Virginia Consumer Data Protection Act (VCDPA).
Specific industry advertising regulations: The Contractor shall adhere to all applicable FTC guidelines and local Virginia consumer protection laws.
8. Independent Contractor Status
The Contractor is an independent contractor and not an employee of the Client.
The Contractor is solely responsible for all federal, Virginia state, and local self-employment taxes, business registration, professional licenses, and insurance.
Required Insurance: [Specify any required insurance, such as general liability or professional liability]
9. Non-Solicitation and Non-Compete
Option A: Non-Solicitation: The Contractor shall not solicit any employees or clients of the Client for a period of [Number] months following the termination of this Agreement.
Option B: Non-Compete: The Contractor shall not engage in any business that directly competes with the Client within [Geographic Area, e.g., the Commonwealth of Virginia] for a period of [Number] months following the termination of this Agreement.
Option C: No Non-Solicitation or Non-Compete Restrictions
Enforceability: Any non-solicitation or non-compete terms shall be limited in duration, geography, and scope to be reasonable and compliant with current Virginia restrictions.
10. Non-Disparagement
The Contractor agrees not to disparage the Client, its products, services, or employees, either during or after the term of this Agreement.
11. Liability and Indemnification
The Contractor shall be liable for errors, omissions, false advertising, missed deadlines, or regulatory non-compliance.
Indemnification: The Contractor agrees to indemnify and hold harmless the Client from any claims arising out of the Contractor's performance of the services.
Insurance Requirements (if applicable): [Specify insurance requirements related to liability]
12. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, or government regulations. Potential local disruptions in Virginia (e.g., weather emergencies or state events) are included.
13. Termination
Option A: This Agreement may be terminated by either party upon [Number] days written notice.
Option B: This Agreement may be terminated immediately by the Client for cause, including non-performance or breach of this Agreement by the Contractor.
Handover and Transfer of Materials: Upon termination, the Contractor shall immediately handover and transfer all marketing materials and access credentials to the Client.
Data Deletion: The Contractor shall return or delete all confidential data and work in compliance with Virginia data destruction laws.
14. Dispute Resolution
The parties agree to first attempt to resolve any disputes through negotiation. If negotiation fails, the parties agree to mediate the dispute. If mediation fails, the parties agree to submit the dispute to binding arbitration in accordance with the laws of Virginia.
Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The venue for any litigation shall be [City or County], Virginia.
15. Compliance with Virginia Law
This Agreement complies with all applicable Virginia statutes, administrative codes, local tax registration, business license requirements, advertising regulations, anti-spam and direct marketing rules, and best practices for marketing services.
16. Amendment
This Agreement may be amended only by a written instrument signed by both parties.
17. Electronic Execution
This Agreement may be executed electronically in compliance with Virginia’s Uniform Electronic Transactions Act.
18. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
19. Marketing-Specific Provisions
Use of Client Brand Assets: [Specify guidelines for use of client brand assets]
Brand Guidelines Adherence: [Specify requirements for adhering to brand guidelines]
Publication Approvals: [Outline approval process for publications]
Metrics Reporting Standards: [Specify standards for metrics reporting]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
[Client Legal Name]
By: [Client Name]
Title: [Client Title]
[Contractor Legal Name]
By: [Contractor Name]
Title: [Contractor Title]
