Wisconsin marketing independent contractor agreement template

Wisconsin Marketing Independent Contractor Agreement

This Wisconsin Marketing Independent Contractor Agreement is made and entered into as of [Date of Execution], by and between:

Client: [Client Full Legal Name], with a mailing address of [Client Mailing Address], an email address of [Client Email Address], and a phone number of [Client Phone Number]. If a business entity, its principal place of business is [Client Principal Place of Business].

Independent Contractor: [Contractor Full Legal Name], with a mailing address of [Contractor Mailing Address], an email address of [Contractor Email Address], and a phone number of [Contractor Phone Number]. If a business entity, its principal place of business is [Contractor Principal Place of Business].

1. Scope of Marketing Services

• Option A: Digital Marketing Strategy & Execution
  • Includes: [Specific Digital Marketing Activities, e.g., SEO, PPC, Social Media]
• Option B: Content Creation
  • Includes: [Specific Content Types, e.g., Blog Posts, Website Copy, Video Scripts]
• Option C: Comprehensive Marketing Campaign Management
  • Includes: [Detailed description of phases, deliverables, objectives, deadlines]
  • Reporting: Regular reports will be provided [Frequency, e.g., weekly, monthly] in [Format, e.g., Excel, PDF]. Client approval is required for [Specific Deliverables or Milestones].
  • Tools and Platforms: The contractor will use [List of Required Tools, Software, Data Access]. Reimbursement for expenses will be [State reimbursement terms, e.g., marketing materials, ad spend, third-party services].

2. Work Arrangements

• Option A: Remote Work
• Option B: On-Site Work at Client’s Wisconsin Premises
  • Location: [Specific Client Location in Wisconsin]
• Option C: Hybrid (Remote and On-Site)
  • Attendance at meetings: The contractor is required to attend meetings [Frequency, e.g., weekly, monthly]. Reimbursement for travel expenses within Wisconsin will follow [Specify Reimbursement Terms].

3. Compensation

• Option A: Hourly Rate
  • Hourly Rate: [Dollar Amount] per hour
• Option B: Project-Based Fee
  • Project Fee: [Dollar Amount] per project. Milestones for payment: [Define payment milestones]
• Option C: Retainer
  • Retainer Fee: [Dollar Amount] per [Time Period, e.g., month].
• Option D: Performance-Based
  • Metrics: [Specify Metrics, e.g., leads generated, conversion rates]. Payment structure: [Explain Payment Structure]
• Billing frequency: Invoices will be submitted [Frequency, e.g., bi-weekly, monthly]. Invoice format: [Specify Invoice Format].
• Wisconsin Sales Tax: The contractor is [Responsible/Not Responsible] for collecting and remitting Wisconsin sales tax.
• Late Payment Interest: Late payments will accrue interest at a rate of [Interest Rate]% per month, consistent with Wisconsin statutes.

4. Intellectual Property

• Option A: Work Made for Hire
  • All intellectual property rights are assigned to the Client upon payment.
• Option B: Limited License
  • The Contractor grants the Client a limited license to use the intellectual property for [Specific Purposes].
• Option C: Copyright Assignment
  • The contractor assigns the copyright to all marketing materials, designs, campaign results, and advertising collateral to the client.
• Rights vest upon [Payment/Project Completion/Other Event]. This clause adheres to Wisconsin state rules on work made for hire.

5. Confidentiality

The Contractor agrees to maintain the confidentiality of all client and customer data, complying with Wisconsin consumer privacy laws and data breach notification obligations. The contractor will adhere to all applicable marketing regulations, including CAN-SPAM and TCPA, as applicable to marketing efforts in Wisconsin.

6. Independent Contractor Status

The Contractor acknowledges that they are an independent contractor and responsible for all self-employment taxes, unemployment insurance, Workers’ Compensation (if not statutorily required), and applicable Wisconsin tax registrations and business licensing.

• Contractor confirms their independent status using Wisconsin’s six-factor test. They acknowledge and understand the criteria for independence recognized by the Wisconsin Department of Workforce Development.

7. Compliance with Laws

The Contractor shall not make misrepresentations, false advertising, or engage in unlawful marketing practices as defined under Wisconsin law and industry standards. The Contractor covenants to comply with all relevant federal, state, and local marketing laws and regulations.

8. Indemnification and Liability

The Contractor agrees to indemnify and hold harmless the Client from claims arising from advertising violations, IP infringement, or misuse of client funds. Limitation of liability for the contractor is [Specify Limitation], consistent with Wisconsin contract law.

9. Termination

The Client may terminate this agreement for non-performance, breach of contract, insolvency, or failure to meet milestones, with [Number] days written notice.

• Cure Period: [Specify Cure Period].
• Upon termination, the Contractor shall return all marketing materials, intellectual property, account permissions, campaign data, and confidential information.

10. Remedies

Remedies for breach include damages, liquidated damages (if justified under Wisconsin law), and equitable relief.

• Final payments, unresolved balances, and unpaid invoices will be handled according to [Process for Handling Final Payments].

11. Dispute Resolution

Disputes will be resolved through negotiation, then mediation, and finally arbitration in Wisconsin per state law.

• Choice of Law, Venue and Jurisdiction: This agreement shall be governed by the laws of the State of Wisconsin. Venue and jurisdiction shall be exclusively in Wisconsin courts.
• Waiver of Jury Trial: [Include or exclude Waiver of Jury Trial where enforceable]

12. Industry Best Practices

The Contractor will adhere to industry best practices in marketing service delivery, including guidance from Wisconsin regulatory agencies such as DATCP.

• Disclosure of third-party affiliate relationships: [If Applicable]. The contractor will provide clarity on data use and consent for digital campaigns under state and federal law.

13. Non-Solicitation and Non-Compete (if applicable)

The Contractor shall not solicit [Specific Restrictions] for [Duration] within [Geography], compliant with Wisconsin's standards for enforceability.

• This clause is included only to protect legitimate client business interests.

14. Insurance

The Contractor shall maintain [Specify Type, e.g., professional liability, general liability] insurance at coverage levels of [Specify Coverage Levels].

15. Audit and Monitoring

The Client reserves the right to audit the use of marketing budgets, monitor campaign analytics, and enforce reporting standards.

16. General Provisions

• Assignment: This agreement may not be assigned without the written consent of both parties.
• Amendment: This agreement may only be amended by mutual written consent.
• Severability: If any provision of this agreement is held to be invalid under Wisconsin law, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any right shall be effective unless in writing.
• Force Majeure: The parties shall not be liable for any failure to perform their obligations due to events beyond their reasonable control, referencing relevant Wisconsin precedent.

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

____________________________
[Client Full Legal Name]

____________________________
[Contractor Full Legal Name]