Maine independent contractor agreement template

Maine Independent Contractor Agreement

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

[Client Legal Name], a [Client Business Entity Type, e.g., corporation] organized under the laws of [Client State of Incorporation], with a principal place of business at [Client Address] (the “Client”), and Federal Tax ID: [Client Federal Tax ID]. Contact Person: [Client Contact Name], Email: [Client Email], Phone: [Client Phone].

[Contractor Legal Name], a [Contractor Business Entity Type, e.g., sole proprietorship, LLC] organized under the laws of [Contractor State of Organization], with a principal place of business at [Contractor Address] (the “Contractor”), and Federal Tax ID/SSN: [Contractor Federal Tax ID or SSN]. Contact Person: [Contractor Contact Name], Email: [Contractor Email], Phone: [Contractor Phone].

1. Scope of Services

The Contractor agrees to perform the following services for the Client:

[Description of Services], including but not limited to: [List of Deliverables].

Performance Standards: [Specific Performance Standards]

Deadlines/Project Timelines: [Specific Deadlines or Project Timelines].

Location(s) Where Services will be Rendered: [Location(s) of Service].

2. Independent Contractor Relationship

The Contractor is an independent contractor of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Client and the Contractor.

The Contractor is solely responsible for all taxes, insurance, and other costs and expenses associated with performing the services under this Agreement.

The Contractor is not eligible for any employee benefits provided by the Client, including, but not limited to, health insurance, paid time off, or retirement benefits.

The Contractor is not covered by the Client’s unemployment insurance or workers’ compensation insurance (unless otherwise required by law).

3. Term and Termination

Option A: Fixed Term

This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Weeks/Months/Years], expiring on [End Date].

Option B: Completion of Project

This Agreement shall commence on [Start Date] and shall continue until the completion of the services described in Section 1. The Client will notify the contractor in writing upon completion of work.

Option C: Termination at Will

Either party may terminate this Agreement at any time, with or without cause, upon [Number] days written notice to the other party.

Payment on Termination: [Terms of Payment upon Termination, e.g., Contractor will be paid for all services performed up to the date of termination].

Handover Procedures: [Specific Handover Requirements].

4. Compensation

Option A: Hourly Rate

The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.

Option B: Milestone Payment

The Client shall pay the Contractor according to the following milestone schedule: [Description of Milestones and Payments].

Option C: By Deliverable

The Client shall pay the Contractor [Dollar Amount] for each completed deliverable as described in Section 1.

Option D: Lump Sum

The Client shall pay the Contractor a lump sum of [Dollar Amount] for the completion of all services described in Section 1.

Option E: Retainer

The Client shall pay the Contractor a retainer of [Dollar Amount] per [Week/Month].

Reimbursement of Expenses: [Terms for Reimbursement of Expenses, if any].

5. Payment Terms

The Client shall pay the Contractor within [Number] days of receipt of a valid invoice.

Acceptable Methods of Payment: [List of Acceptable Payment Methods, e.g., check, electronic transfer].

Late Payment Penalties: [Description of Late Payment Penalties, if any].

Tax Reporting: The Client will report payments made to the Contractor as required by the IRS, including issuing Form 1099-NEC if applicable.

6. Intellectual Property

Option A: Ownership by Client

All work product, deliverables, and inventions created by the Contractor in connection with this Agreement shall be the sole and exclusive property of the Client. The Contractor hereby assigns all rights, title, and interest in such work product, deliverables, and inventions to the Client.

Option B: Ownership by Contractor

All work product, deliverables, and inventions created by the Contractor prior to or independently of this Agreement shall remain the sole and exclusive property of the Contractor.

Use of Contractor IP: [Terms for Use of Contractor's Pre-Existing IP].

7. Confidentiality

The Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose such information to any third party without the Client’s prior written consent.

Duration of Secrecy Obligations: [Specify Length of Time].

Types of Information Covered: [Description of Information].

8. Non-Solicitation and Non-Competition (Optional)

Option A: Include

The Contractor agrees not to solicit any employees or customers of the Client during the term of this Agreement and for a period of [Number] [Months/Years] thereafter.

The Contractor agrees not to engage in any business that competes with the Client within a radius of [Number] miles of the Client’s principal place of business for a period of [Number] [Months/Years] after the termination of this Agreement.

Option B: Exclude

9. Insurance and Compliance

The Contractor shall maintain appropriate liability insurance, professional liability insurance, or other insurance policies as required. The Contractor is responsible for obtaining all necessary licenses and permits and for complying with all applicable federal, state, and local laws and regulations. The Contractor will provide proof of the same to the client upon request.

10. Dispute Resolution

Option A: Mediation

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City], Maine.

Option B: Arbitration

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City], Maine.

Option C: Court Proceedings

Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County], Maine.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maine.

11. Indemnification

The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, damages, losses, and expenses arising out of or relating to the Contractor’s performance of services under this Agreement.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, fire, flood, or strikes.

13. Assignment and Subcontracting

The Contractor may not assign this Agreement or subcontract any of its obligations without the Client’s prior written consent.

14. Non-Exclusivity/Exclusivity

Option A: Non-Exclusivity

The Contractor may perform similar services for other clients.

Option B: Exclusivity

The Contractor may not perform similar services for any other clients during the term of this Agreement.

15. Amendments and Modifications

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

16. Severability

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

17. Entire Agreement

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

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth in the introductory paragraph of this Agreement.

19. Representations and Warranties

Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

20. Maine-Specific Provisions (Optional)

The Contractor is responsible for all taxes, self-employment contributions, unemployment, and workers’ compensation premiums.

Maine law (Title 26 M.R.S.A. § 1043(11)(E) and Chapter 13-A) provides factors to consider when determining whether a worker is an independent contractor or an employee.

Acknowledgement of Receipt of Government-Mandated Notices: [Acknowledgement of Receipt]

Compliance with Maine's 12-factor test: [Statement of Compliance]

21. Signatures

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]

Date: [Date]

_______________________________

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]

Date: [Date]