Wyoming marketing independent contractor agreement template

Wyoming Marketing Independent Contractor Agreement

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

• [Client Name], residing at [Client Address], City of [Client City], State of Wyoming, Zip Code [Client Zip Code], hereinafter referred to as "Client," and
• [Contractor Name], residing at [Contractor Address], City of [Contractor City], State of Wyoming, Zip Code [Contractor Zip Code], hereinafter referred to as "Contractor."

1. Scope of Services

• Option A: The Contractor shall provide the following marketing services to the Client as described in Exhibit A attached hereto (the "Services"). Exhibit A details the deliverables, timelines, and project phases.
• Option B: The Contractor shall provide marketing services as mutually agreed upon in writing from time to time. Each such agreement shall be incorporated by reference into this Agreement.
• Services include, but are not limited to:
• Campaign Development
• Content Creation
• Digital Marketing (SEO, SEM, Social Media Management)
• Advertising Placements
• Brand Consulting
• Market Research
• Event Promotion
• Analytics and Reporting
• Other: [Specific Service Description]

2. Location of Services

• Option A: Services shall be performed remotely.
• Option B: Services shall be performed at the Client's premises located in Wyoming at [Client Business Address].
• Option C: Services shall be performed at [Third Party Location Description].
• Travel within Wyoming: The Contractor [Shall/Shall Not] be reimbursed for travel expenses within Wyoming. If reimbursed, mileage shall be reimbursed at the IRS standard rate.

3. Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] months, unless terminated earlier as provided herein.
• Option B: This Agreement shall commence on [Start Date] and shall continue until [End Date], unless terminated earlier as provided herein.
• Option C: This Agreement shall continue on a month-to-month basis commencing on [Start Date], until terminated as provided herein.
• Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice thereof.
• Early Termination Fee: [Shall/Shall Not] an early termination fee of [Amount or Formula] be applicable if the client terminates this agreement before its stated end date.

4. Compensation

• Option A: The Client shall pay the Contractor a project-based fee of [Amount] for the Services described in Exhibit A.
• Option B: The Client shall pay the Contractor an hourly rate of [Amount] for the Services.
• Option C: The Client shall pay the Contractor a monthly retainer of [Amount].
• Reimbursement of Expenses: The Contractor [Shall/Shall Not] be reimbursed for pre-approved marketing expenses. All expense reimbursements require prior written approval from the Client and must be supported by receipts.
• Payment Terms: Payments shall be made within [Number] days of receipt of invoice.

5. Independent Contractor Status

• The parties acknowledge and agree that the Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client.
• The Contractor shall have full control over the manner and means of performing the Services, subject to the terms of this Agreement.
• The Contractor is not entitled to any employee benefits from the Client. The Contractor is solely responsible for all applicable taxes, insurance (including professional liability), and other expenses related to the performance of the Services. The contractor is solely responsible for ensuring compliance with worker's compensation laws as they pertain to Wyoming should they engage subcontractors.

6. Intellectual Property

• Option A: All intellectual property rights in and to any materials created by the Contractor in connection with the Services shall be owned by the Client as a work-for-hire.
• Option B: The Contractor shall retain ownership of all intellectual property rights in and to any materials created by the Contractor in connection with the Services, but grants the Client a perpetual, irrevocable, non-exclusive license to use such materials.
• Ownership of intellectual property rights in campaign materials, creative content, data analysis reports, social media assets, marketing lists, and any trademark or copyrightable works shall vest in [Client Name/Contractor Name].
• The contractor [Shall/Shall Not] have the right to use the client's name in their marketing portfolio.

7. Confidentiality

• The Contractor shall hold all confidential information of the Client in strict confidence and shall not disclose such information to any third party without the Client's prior written consent, in accordance with Wyoming privacy laws.
• This includes, but is not limited to, customer data, proprietary strategies, and business information.

8. Subcontracting

• Option A: The Contractor [Is/Is Not] permitted to subcontract any portion of the Services.
• Option B: The Contractor [Is/Is Not] permitted to subcontract any portion of the Services with prior written approval from the Client.
• The Contractor shall be responsible for the quality and compliance of all deliverables performed by any subcontractors.

9. Liability and Indemnification

• The Contractor shall be liable for any damages caused by the Contractor's negligence or willful misconduct.
• The Client shall be liable for any damages caused by the Client's negligence or willful misconduct.
• Each party shall indemnify and hold the other party harmless from any claims, losses, or damages arising out of or relating to the indemnifying party's breach of this Agreement, third-party IP infringement, defamation, or false advertising arising from contractor's work.
• The total liability of [Client Name/Contractor Name] under this agreement shall be limited to [Dollar Amount].

10. Wyoming Taxes and Licenses

• The Contractor acknowledges and agrees that they are responsible for paying all applicable federal and state income taxes, self-employment taxes, and any required Wyoming business licenses.
• The Contractor shall provide the Client with a completed W-9 form prior to receiving any payments.
• The Client shall issue a Form 1099 to the Contractor if required by law.
• Contractor confirms that they comply with all applicable Wyoming and local business registration rules and that they will collect and remit sales/use tax if applicable.

11. Compliance with Laws

• The Contractor shall comply with all applicable federal, state, and local laws and regulations in performing the Services, including FTC advertising regulations.
• The contractor acknowledges compliance with online privacy and email marketing best practices, and digital ad standards.

12. Return of Materials

Upon termination of this Agreement, the Contractor shall return or permanently delete all Client materials, including data, marketing materials, and brand assets, and cease all use of Client accounts.

13. Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.
• Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Wyoming prior to initiating any litigation. If mediation is unsuccessful, the parties agree to submit to binding arbitration in Wyoming.

14. Force Majeure

Neither party shall be liable for any delay or 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, severe weather in Wyoming, or other regional emergencies.

15. Reporting and KPIs

The Contractor shall provide regular reports to the Client on the progress of the Services, including measurable key performance indicators (KPIs) tailored to the Client’s Wyoming market or audience.

16. Amendment

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

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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. Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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

[Client Name]

By: [Client Signature]

Name: [Client Typed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Typed Name]

Title: [Contractor Title]