Washington marketing independent contractor agreement template

Washington Marketing Independent Contractor Agreement

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

• [Client Company Name/Individual Name], with a principal place of business at [Client Address], city of [Client City], state of Washington, zip code [Client Zip Code], whose UBI or Business License number is [Client UBI/Business License Number] and contact information including email address [Client Email Address] and phone number [Client Phone Number], hereinafter referred to as “Client,”

and

• [Contractor Company Name/Individual Name], with a principal place of business at [Contractor Address], city of [Contractor City], state of Washington, zip code [Contractor Zip Code], whose UBI or Business License number is [Contractor UBI/Business License Number] and contact information including email address [Contractor Email Address] and phone number [Contractor Phone Number], hereinafter referred to as “Contractor.”

1. Scope of Work

• Option A: The Contractor shall perform the following marketing services for the Client as described in [Document Name or Section Number]: [Detailed Description of Services]. These services include, but are not limited to:
  • [Specific Task 1]
  • [Specific Task 2]
  • [Specific Task 3]
• Option B: The Contractor shall perform marketing services as mutually agreed upon from time to time, as documented in written Statements of Work (SOWs) referencing this Agreement. Each SOW shall detail:
  • Specific project deliverables.
  • Performance standards and quality metrics.
  • Timelines and deadlines.
  • Campaign or content approval procedures.
  • Communication and reporting schedules.

2. Work Location and Access

• Option A: The Contractor shall perform all services remotely from [Contractor's Location], Washington.
• Option B: The Contractor shall perform services both remotely and on-site at the Client's premises located at [Client Address].
  • Requirements for on-site presence: [Frequency/Schedule].
  • Access to client accounts/platforms: [List of Accounts/Platforms].
  • Security protocols for handling confidential information: [Description of Protocols].
• Option C: The Contractor shall perform services in a hybrid model, with both remote and on-site work as needed and mutually agreed upon.

3. Compensation and Payment

• Option A: Fixed Fee: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the services described in Section 1.
  • Payment Schedule: [Payment Schedule Details].
• Option B: Hourly Rate: The Client shall pay the Contractor an hourly rate of [Dollar Amount] for all hours worked.
  • Invoicing Process: [Invoice Requirements].
  • Payment Schedule: [Payment Schedule Details].
• Option C: Commission-Based: The Client shall pay the Contractor a commission of [Percentage]% on [Specific Metric, e.g., Sales, Leads Generated].
  • Calculation Method: [Description of Calculation].
  • Payment Schedule: [Payment Schedule Details].
• Option D: Retainer: The Client shall pay the Contractor a retainer fee of [Dollar Amount] per [Time Period].
  • Scope of Work Covered by Retainer: [Description of Scope].
  • Overages: [Hourly Rate for Overages].
  • Payment Schedule: [Payment Schedule Details].

The Contractor is responsible for all applicable Washington State B&O (Business & Occupation) taxes. If applicable, sales/use tax will be added to invoices as required by Washington law. Late payments may incur interest at a rate of [Percentage]% per month, consistent with RCW [Relevant RCW Section].

4. Expense Reimbursement

• Option A: The Client shall reimburse the Contractor for pre-approved expenses incurred in the performance of services, including: [List of Reimbursable Expenses].
  • Pre-Approval Process: [Description of Process].
  • Required Documentation: [List of Required Documentation].
• Option B: The Client shall not reimburse the Contractor for any expenses.
• Option C: The Client shall reimburse the Contractor for expenses up to a maximum of [Dollar Amount] per [Time Period].

5. Intellectual Property

• Option A: All original content, campaign data, creative assets, code, strategies, and reports created by the Contractor in the performance of services under this Agreement shall be the sole and exclusive property of the Client and shall be considered "works made for hire" under United States and Washington copyright law. The Contractor hereby assigns all right, title, and interest in such intellectual property to the Client.
• Option B: The Contractor retains ownership of all pre-existing intellectual property. All work created for the Client during the term of this agreement may be used in the Contractor's portfolio for self-promotional purposes after [Number] months from the date of creation. The client will have a perpetual, irrevocable license to use all materials produced.

6. Confidentiality and Data Privacy

• The Contractor agrees to hold all Client information, including customer data, marketing strategies, and campaign results, in strict confidence. The Contractor shall comply with the Washington Uniform Trade Secrets Act and all applicable consumer data protection laws.
  • Specifically, the Contractor shall not disclose any confidential information to any third party without the Client's prior written consent.
  • Data Breach Notification: The Contractor shall immediately notify the Client of any suspected or actual data breach involving Client data.

7. Independent Contractor Relationship

• It is expressly understood and agreed that the Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. The Contractor is responsible for all federal, state, and local tax filings and remittances, including B&O and estimated taxes. The Contractor is not eligible for workers' compensation, unemployment insurance, or any employee benefits.
• The Contractor controls the means and manner of service delivery.

8. Contractor Obligations

• The Contractor shall maintain valid Washington business licensing and any required local city licenses.
• The Contractor shall maintain professional insurance, including [Type of Insurance], with coverage of at least [Dollar Amount].
• The Contractor shall comply with all applicable Washington and federal advertising and marketing regulations, including CAN-SPAM, TCPA, FTC guidelines, and the Washington Consumer Protection Act.

9. Indemnification

• The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's performance of services under this Agreement, including but not limited to claims of intellectual property infringement or misleading advertising.
  • Liability Cap: The Contractor's liability under this Agreement shall be capped at [Dollar Amount].
  • Exclusion: The Contractor shall not be liable for consequential damages.

10. Term and Termination

• Option A: Term: This Agreement shall commence on [Start Date] and continue for a term of [Number] months.
  • 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: Term: This Agreement shall commence on [Start Date] and continue until terminated as provided herein.
  • Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
  • Termination for Cause: The Client may terminate this Agreement immediately for cause, including but not limited to criminal acts, breach of this Agreement, or regulatory violations.
  • Upon termination, the Contractor shall deliver to the Client all work product, assets, and login credentials.

11. Non-Solicitation and Non-Circumvention

The Contractor agrees not to directly solicit or work with the Client's customers outside this Agreement for a period of [Number] months following termination. This clause is subject to enforceability under Washington law.

12. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, followed by mediation or arbitration in [City], Washington.
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Washington (RCW).

13. Compliance with Laws

The Contractor shall comply with all applicable local Washington and federal laws, marketing industry best practices, and any specific requirements for campaigns involving restricted content.

14. Subcontractors

• Option A: The Contractor shall not use subcontractors without the Client's prior written consent.
• Option B: The Contractor may use subcontractors, provided that the Contractor remains fully responsible for the performance of the subcontractors.

15. Addenda and Amendments

• The following addenda are attached to and incorporated into this Agreement: [List of Addenda].
• This Agreement may be amended only by a written instrument signed by both parties.
  • Order of Precedence: In the event of any conflict between the terms of this Agreement and any addenda, the terms of this Agreement shall control.

16. Electronic Signatures

This Agreement may be executed in counterparts and delivered electronically, and such electronic signatures shall be treated as original signatures under Washington’s Uniform Electronic Transactions Act.

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

[Client Company Name/Individual Name]

By: [Client Name]

Title: [Client Title]

[Contractor Company Name/Individual Name]

By: [Contractor Name]

Title: [Contractor Title]