West Virginia marketing independent contractor agreement template

West Virginia Marketing Independent Contractor Agreement

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

• [Client Legal Name], a [State] [Business Type, e.g., Corporation], with its principal place of business at [Client Address], Phone: [Client Phone], Email: [Client Email] (“Client”), and
• [Contractor Legal Name], a [State] [Business Type, e.g., Sole Proprietorship], with its principal place of business at [Contractor Address], Phone: [Contractor Phone], Email: [Contractor Email] (“Contractor”).

Scope of Services

• Option A: The Contractor will perform the following marketing services for the Client: [Detailed Description of Marketing Services, including specific tasks, methods, and measurable deliverables, tailored to West Virginia client and industry]. Examples: Digital marketing strategy, social media management (including platform(s) [List platforms]), advertising campaigns ([Specify types, e.g., Google Ads, Facebook Ads]), content creation ([Specify types, e.g., blog posts, videos]), SEO/SEM services, branding, public relations, paid media management, analytics and reporting, event marketing ([Specify if event is in West Virginia]), and market research.
• Option B: The Contractor will perform the services outlined in Exhibit A, attached hereto and incorporated by reference.
• Option C: The Contractor will provide ad hoc marketing services to the client as requested and approved by the client in writing. Each project’s scope, timelines and deliverables will be defined in a separate work order.

Service Timelines

• Option A: This Agreement will commence on [Start Date] and will continue until [End Date].
• Option B: This Agreement will commence on [Start Date] and will continue until the completion of the services outlined in Section 1.
• Option C: Project start and end dates, interim milestones, benchmarks, review points, and deadlines for deliverables will be mutually agreed and specified in separate written project proposals and statements of work.
• Extensions or changes to deadlines must be requested in writing at least [Number] days prior to the deadline and are subject to Client approval.

Work Location

• Option A: The Contractor will perform the services remotely.
• Option B: The Contractor will perform the services on-site at [Client Location] in West Virginia.
• Option C: The Contractor will perform the services on a hybrid basis, with [Number] days per week on-site at [Client Location] in West Virginia and the remaining time remotely.
• The Contractor [Will/Will Not] be required to use the Client's equipment, software, or digital platforms. If yes, specify access permissions and system security measures: [Details of access and security].

Service Standards and Reporting

• The Contractor will perform the services in a professional and workmanlike manner, meeting industry standards and the Client's reasonable expectations.
• Performance metrics (KPIs) will include: [List specific marketing KPIs, e.g., website traffic, lead generation, conversion rates].
• All creative content or campaigns are subject to Client approval prior to implementation.
• The Contractor will provide regular status updates to the Client [Frequency, e.g., weekly, bi-weekly] via [Method, e.g., email, phone call].
• The Contractor will provide analytics reports to the Client [Frequency, e.g., monthly, quarterly] via [Method, e.g., email, presentation].

Compensation

• Option A: The Client will pay the Contractor an hourly rate of [Dollar Amount] per hour.
• Option B: The Client will pay the Contractor a flat fee of [Dollar Amount] for the completion of the services outlined in Section 1.
• Option C: The Client will pay the Contractor a retainer of [Dollar Amount] per [Time Period, e.g., month].
• Option D: The Client will pay the Contractor a results-based commission of [Percentage] on [Specific Metric, e.g., leads, conversions].
• The total contract value is estimated to be [Dollar Amount] (if applicable).
• Payment schedule: [Details of payment schedule, e.g., milestones, monthly].
• Invoices will be submitted by the Contractor to the Client [Frequency, e.g., monthly] and must include [Required Information, e.g., date, invoice number, description of services].
• Reimbursable expenses [Are/Are Not] permitted. If permitted, they include: [List of Reimbursable Expenses, e.g., travel, advertising costs, software subscriptions] and require pre-approval by the Client.

Tax Compliance

• The Contractor is responsible for obtaining a West Virginia business registration certificate (if applicable).
• The Contractor is responsible for all applicable West Virginia sales/use tax obligations for marketing services.
• The Contractor is solely responsible for all federal, state, and local taxes, business licenses, and self-employment contributions.

Independent Contractor Status

• The Contractor is an independent contractor and not an employee, agent, or partner of the Client. The Contractor retains the right to control the methods of providing the marketing services to the client and the contractor may provide services to multiple clients. This Agreement does not create an employment, agency, or partnership relationship. The Contractor will provide their own tools and resources.
• The Contractor acknowledges that they are not entitled to any employee benefits from the Client.

Non-Exclusivity/Non-Solicitation/Non-Compete

• Option A (Non-Exclusivity): The Contractor may provide services to other clients.
• Option B (Exclusivity): The Contractor will not provide similar marketing services to any other client who is a direct competitor of the Client within West Virginia during the term of this Agreement.
• Option C (Non-Solicitation): During the term of this Agreement and for a period of [Number] months following its termination, the Contractor will not solicit or hire any employees or customers of the Client. This clause is limited to West Virginia.
• Option D (Non-Compete): During the term of this agreement and for a period of [Number] months following its termination, the Contractor will not provide similar marketing services to any competing businesses within [Geographic Area, e.g., West Virginia, specific counties]. This clause is limited to West Virginia and is only valid to the extent it is reasonable in duration, scope, and geography.

Intellectual Property

• All original marketing materials, creative work, ads, content, designs, data, and other deliverables produced under this Agreement are "work for hire" and owned by the Client.
• The Contractor retains ownership of any pre-existing intellectual property.
• The Contractor grants the Client a license to use any third-party assets incorporated into the deliverables.

Confidentiality

• The Contractor agrees to hold confidential all Client information, including marketing data (campaign analytics, consumer databases, client lists), proprietary information, and trade secrets.
• The Contractor will not disclose any confidential information to third parties or use it for personal gain or for other clients.
• The confidentiality obligations will continue for [Number] years after the termination of this Agreement.
• The Contractor will comply with all applicable West Virginia privacy and consumer protection laws.

Data Protection/Security

• The Contractor will implement and maintain reasonable security measures to protect the Client's data from unauthorized access, use, or disclosure.
• The Contractor will notify the Client immediately of any suspected or actual data breach, as required by West Virginia’s data breach notification statute. [Cite Statute]

Liability and Indemnification

• The Contractor agrees to indemnify and hold harmless the Client from any claims, damages, or expenses arising from the Contractor's service failures, missed deadlines, subpar deliverables, infringement of intellectual property rights, breach of confidentiality, or unauthorized use of advertising platforms/accounts.
• The Client agrees to indemnify and hold harmless the Contractor from any claims, damages, or expenses arising from information provided by the client.
• Limitations on damages: [Specify any limitations on damages].
• The Contractor will maintain professional liability/Errors & Omissions insurance in the amount of [Dollar Amount].

Dispute Resolution

• The parties agree to first attempt to resolve any disputes through good faith negotiation.
• If negotiation fails, the parties agree to participate in voluntary mediation in [City, West Virginia].
• If mediation fails, any remaining disputes will be resolved through arbitration or litigation in the courts of [County] County, West Virginia.
• This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.

Term and Termination

• Option A: This Agreement will terminate upon completion of the services outlined in Section 1.
• Option B: This Agreement may be terminated by either party upon [Number] days written notice to the other party.
• The Client may terminate this Agreement immediately for cause, including breach, fraud, unapproved sub-contracting, or violation of local law.
• Upon termination, the Contractor will handover all work product, return or destroy all proprietary materials, and provide a final invoice for outstanding sums.

Compliance with Laws

• The Contractor will comply with all applicable federal, state, and local laws, including those related to advertising and marketing practices.
• The Contractor will not engage in any illegal advertising practices or regulatory violations, including those under FTC or West Virginia rules on advertising, promotions, and sweepstakes.
• The Contractor will comply with all state/federal marketing regulations (e.g., CAN-SPAM, TCPA, COPPA, if applicable).

Background Checks, Licenses, and Insurance

• Option A: The Contractor [Is/Is Not] required to undergo a background check.
• The Contractor [Is/Is Not] required to possess a valid [Specific License] license.
• The Contractor Must/Must Not maintain professional liability/Errors & Omissions insurance.

Amendments

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

Notices

• All notices under this Agreement must be in writing and delivered by mail, email, or in-person to the addresses listed above.
• Notice periods: [Specify notice periods].

Assignment/Subcontracting

• The Contractor may not assign or subcontract any part of this Agreement without the Client's prior written consent.
• The Contractor will comply with all applicable state and federal employment laws regarding the use of assistants or subcontractors in West Virginia.

Severability

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

Merger/Integration

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements, whether oral or written.

Representations and Warranties

The Contractor represents and warrants that they are legally able to contract in West Virginia, that marketing materials will not infringe third-party rights, and that all information provided is accurate and lawful.

Insurance

The Contractor shall maintain appropriate business liability insurance as demanded by the client or that meets industry benchmarks in West Virginia.

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 Name]

Title: [Contractor Title]