Maine creative independent contractor agreement template

Maine Creative Independent Contractor Agreement

This Maine Creative Independent Contractor Agreement ("Agreement") is made and entered into as of this [Date of Execution], by and between:

[Client Legal Name], a [Client Business Type, e.g., Maine LLC] with its principal place of business at [Client Business Address], email address [Client Email Address], and phone number [Client Phone Number] ("Client"), and

[Contractor Legal Name], a [Contractor Business Type, e.g., Sole Proprietorship, Maine LLC] with its principal place of business at [Contractor Business Address], email address [Contractor Email Address], and phone number [Contractor Phone Number] ("Contractor").

Scope of Services

Option A: The Contractor shall provide the following creative services to the Client: [Detailed Description of Services, e.g., Website Design, Logo Creation, Content Writing, Photography] as described in Exhibit A (Statement of Work).

Option B: The Contractor shall provide creative services as requested by the Client from time to time, subject to mutually agreed-upon Statements of Work executed by both parties. Each Statement of Work will be incorporated into this Agreement.

Deliverables will include: [List of Deliverable Types, e.g., Digital Files, Physical Products, Reports].

Creative standards include: [Creative Standards, e.g., Adherence to Brand Guidelines, Industry Best Practices, Accessibility Standards].

Project goals include: [Project Goals, e.g., Increase Website Traffic, Enhance Brand Awareness].

The project schedule, including deadlines, is: [Project Schedule with Deadlines].

The approval process is: [Approval Process Description].

The number of revision rounds is: [Number of Revision Rounds].

Quality benchmarks are: [Quality Benchmarks].

Client Obligations

Option A: The Client shall provide timely feedback on deliverables within [Number] business days of receipt.

Option B: The Client shall provide all necessary assets (e.g., logos, text, images) to the Contractor by [Date].

Option C: The Client shall provide the Contractor with access to its brand guidelines.

Option D: The Client shall provide access to [Specific System/Platform].

Work Location

Option A: The Contractor will perform the services remotely from its own location.

Option B: The Contractor will perform the services on-site at the Client's premises located at [Client's Physical Address].

Option C: The Contractor will perform the services using a hybrid approach, working remotely and on-site as mutually agreed.

The Contractor is responsible for providing their own equipment and software.

If travel is required, the Contractor will be reimbursed for reasonable travel expenses in accordance with the Client’s travel policy, subject to prior written approval.

Compensation

Option A: Project-Based: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the services outlined in Section 1.

Option B: Retainer: The Client shall pay the Contractor a monthly retainer fee of [Dollar Amount] for [Number] hours of services per month. Any hours exceeding this amount will be billed at a rate of [Dollar Amount] per hour.

Option C: Hourly: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.

Option D: Milestone-Based: The Client shall pay the Contractor according to the following milestones:

Milestone 1: [Description of Milestone]: [Dollar Amount]

Milestone 2: [Description of Milestone]: [Dollar Amount]

Payment is due within [Number] days of receipt of invoice.

Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted under Maine law, whichever is lower.

Acceptable payment methods include: [List of Payment Methods, e.g., Check, ACH, Wire Transfer].

The Contractor is solely responsible for all applicable Maine state and local taxes, self-employment taxes, and federal tax filings.

Intellectual Property Rights

Option A: Work-for-Hire: All deliverables created by the Contractor under this Agreement shall be considered "works made for hire" as defined under the Copyright Act, and the Client shall own all right, title, and interest in and to such deliverables.

Option B: Assignment: The Contractor hereby assigns to the Client all right, title, and interest in and to all deliverables created under this Agreement, including all copyrights.

Option C: Licensing: The Contractor grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables for [Permitted Uses].

The Contractor retains the right to display the deliverables in their portfolio, subject to client attribution and confidentiality obligations.

Ownership and return of project assets and client materials are as follows: [Description of Ownership and Return Process].

Confidentiality

The Contractor shall hold all Client Confidential Information in strict confidence and shall not disclose such information to any third party without the Client's prior written consent. Confidential Information includes, but is not limited to, [List of Confidential Information Types, e.g., trade secrets, customer lists, financial information].

This obligation of confidentiality shall survive the termination of this Agreement.

The Contractor acknowledges that unauthorized disclosure of Confidential Information could cause irreparable harm to the Client, and that the Client shall be entitled to seek injunctive relief to prevent such disclosure, in addition to any other remedies available at law or equity.

The parties agree to comply with Maine’s Uniform Trade Secrets Act.

Independent Contractor Status

It is expressly understood and agreed that the Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client.

The Contractor is not entitled to any employee benefits, including, but not limited to, health insurance, paid time off, unemployment benefits, or workers' compensation. The Contractor is solely responsible for providing such benefits for themselves.

The parties acknowledge that this Agreement is intended to comply with Maine’s criteria for distinguishing contractors from employees under Title 26 MSRS Ch. 1 §1043(11)(E).

Insurance and Compliance

Option A: The Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount] per claim.

Option B: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount] per claim.

The Contractor is responsible for obtaining all necessary registrations and business licenses required to perform the services in Maine.

The Contractor shall comply with all applicable federal, state, and local laws and regulations.

Liability and Indemnification

The Contractor shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's performance of the services under this Agreement, including, but not limited to, claims of third-party intellectual property infringement, professional errors, or contractual breach.

The Client shall not be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement.

This indemnification obligation shall survive the termination of this Agreement.

Handling and Security of Materials

The Contractor shall handle, store, and secure all digital and physical project materials with reasonable care and in accordance with industry best practices.

The Contractor shall comply with all applicable Maine data protection and privacy rules.

The Contractor shall maintain the confidentiality of any personal information obtained from the Client’s customers or users.

Scope Changes and Additional Work

Any changes to the scope of services or requests for additional work must be agreed upon in writing in a Change Order signed by both parties.

The Change Order shall specify the additional fees, if any, associated with the changes or additional work.

Work performed outside the agreed-upon scope without a written and signed Change Order may not be compensated.

Approvals and Feedback

The Client shall provide feedback on deliverables within [Number] business days of receipt.

The Client has the right to reject any deliverable that does not meet the agreed-upon specifications or quality standards.

The Client's rights concerning rejected or unused creative works are as follows: [Description of Rights, e.g., Contractor required to revise, Client entitled to refund].

Termination

Option A: This Agreement shall commence on the Effective Date and continue until [Date] or until the completion of the services outlined in Section 1, whichever occurs later.

Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.

The Client may terminate this Agreement immediately if the Contractor breaches any material term of this Agreement.

Upon termination, the Contractor shall be entitled to payment for all services performed up to the date of termination.

Post-termination obligations include: [List of Obligations, e.g., transfer of files, deletion of confidential materials].

Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If negotiation fails, the parties shall submit the dispute to mediation in [City, Maine].

Option A: Any unresolved dispute shall be resolved by binding arbitration in [City, Maine] in accordance with the rules of the American Arbitration Association.

Option B: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Maine].

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine, without regard to its conflict of laws principles.

The prevailing party in any legal action shall be entitled to recover its reasonable attorneys' fees and costs. (Note: Attorneys’ fees provisions may not be automatically enforceable under Maine Law).

Representations and Warranties

The Contractor represents and warrants that: (a) the services will be performed in a professional and workmanlike manner; (b) the deliverables will be original and will not infringe upon the intellectual property rights of any third party; and (c) the Contractor is in compliance with all applicable federal, state, and local laws and regulations.

The Contractor warrants that they are compliant with all relevant Maine and federal laws related to their work.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a Force Majeure Event.

A Force Majeure Event includes, but is not limited to, acts of God, war, terrorism, riots, fire, flood, extreme weather (including Maine-specific events like severe ice storms), state emergencies, strikes, or other labor disputes.

Compliance with Regulations

The Contractor shall comply with all applicable local and state regulations or licensing requirements for performing the services in Maine.

If the work is public facing, the Contractor shall strive to meet the accessibility standards set forth in [Relevant Accessibility Standards, e.g., WCAG].

Equal Opportunity and Anti-Discrimination

The Contractor shall perform its services in a manner that is consistent with the principles of equal opportunity and non-discrimination under the Maine Human Rights Act.

Miscellaneous

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

Neither party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party.

The provisions of Sections 5, 6, 9, 13, and 14 shall survive the termination of this Agreement.

The Contractor shall maintain records sufficient to document all income and expenses related to this Agreement for tax and audit purposes as required by Maine law.

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.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]