Maine IT independent contractor agreement template

Maine IT Independent Contractor Agreement

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

[Client Legal Name], a [Client Business Entity Type, e.g., Maine LLC] with its principal place of business at [Client Mailing Address] (the "Client"), and

[Contractor Legal Name], a [Contractor Business Entity Type, e.g., Sole Proprietorship] with its principal place of business at [Contractor Mailing Address] (the "Contractor").

The Client and the Contractor agree as follows:

1. Scope of Services

The Contractor shall provide the following IT services to the Client (the "Services"):

Option A: Software Development: Development, testing, and maintenance of [Specific Software Name or Description]. Deliverables include: [List of Deliverables, e.g., Source code, documentation, test reports]. Technologies: [List of Technologies, e.g., Java, Python, AWS]. Milestones: [List of Milestones, e.g., Alpha release, Beta release, Final release].

Option B: Network Administration: Management and maintenance of the Client's network infrastructure. Services include: [List of Services, e.g., Security monitoring, server maintenance, user support]. Service Levels: [Describe Service Levels, e.g., 99.9% uptime, response time within 2 hours].

Option C: Cybersecurity Consulting: Cybersecurity risk assessment, penetration testing, and security consulting services. Deliverables include: [List of Deliverables, e.g., Security audit report, penetration test results, security policy recommendations]. Standards: [List of Standards, e.g., NIST Cybersecurity Framework, HIPAA Compliance].

Option D: Other: [Detailed description of other IT services to be provided].

2. Work Modalities

The Contractor shall perform the Services according to the following modality:

Option A: Remote Work: The Contractor will perform all services remotely from [Contractor's Location].

The Contractor is responsible for providing their own equipment, internet access, and a secure work environment.

Option B: On-Site Work: The Contractor will perform services on-site at the Client's premises located at [Client Location].

The Client will provide the Contractor with necessary equipment, network access, and a secure work environment.

The Contractor will comply with all Client policies and procedures while on-site.

Option C: Hybrid Work: The Contractor will perform services both remotely and on-site as required. Specific details: [Specify details of hybrid arrangement, e.g., On-site two days per week].

All equipment, network access, data storage, and cybersecurity protocols will adhere to client standards.

VPN or secure connection requirements: [Specify requirements for VPN or secure connection].

Procedures for handling company/client devices or systems: [Specify procedures for handling company/client devices or systems].

3. Compensation

The Client shall compensate the Contractor for the Services as follows:

Option A: Fixed Price: A fixed price of [Dollar Amount] for the completion of the Services as defined in Section 1.

Payment Schedule: [Describe Payment Schedule, e.g., 50% upon signing, 50% upon completion].

Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour.

Invoicing Process: The Contractor shall submit invoices to the Client on a [Frequency, e.g., Weekly, Monthly] basis. Invoices must include: [List of required documentation, e.g., Date, hours worked, description of work].

Acceptable Payment Methods: [List of Acceptable Payment Methods, e.g., Check, Electronic Funds Transfer].

Option C: Per-Milestone: Payment of [Dollar Amount] upon completion of each milestone defined in Section 1.

Option D: Retainer: A retainer fee of [Dollar Amount] per [Time Period, e.g., Month] for [Number] hours of service. Additional hours will be billed at [Dollar Amount] per hour.

Reimbursable Expenses: The Client will reimburse the Contractor for reasonable and necessary expenses incurred in connection with the Services, subject to prior written approval.

Maine Sales Tax: [Specify whether Maine sales tax applies, and who is responsible for payment/collection].

Service Tax: [Specify whether service tax applies and who is responsible for payment/collection].

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee, agent, or partner of the Client. The Contractor acknowledges and agrees that:

The Contractor is responsible for all self-employment taxes, unemployment insurance, Maine income tax, federal tax, and workers' compensation.

The Contractor is not entitled to any employee benefits of the Client.

The Contractor has the right to perform services for others.

The Contractor controls the manner and means of performing the Services.

The Client will not supervise, direct, or control the work performed by the Contractor.

The Client will provide no tools or materials other than network access as outlined in section 2.

Contractor agrees to comply with all applicable provisions of Maine’s worker classification laws, including the 12-factor test for independent contractor status. Contractor shall provide proof of business registration if operating as a Maine LLC or corporation upon request.

5. Confidentiality and Data Security

The Contractor acknowledges that they may have access to confidential information of the Client, including but not limited to [List examples of confidential information, e.g., Trade secrets, customer data, financial information].

The Contractor shall maintain the confidentiality of all Client information and shall not disclose it to any third party without the Client's prior written consent, in accordance with Maine’s Data Breach Notification Law.

The Contractor shall implement and maintain appropriate security measures to protect Client data from unauthorized access, use, or disclosure.

The Contractor shall comply with all applicable privacy laws and regulations.

The Contractor shall promptly notify the Client of any data breach or security incident.

Liability for data loss or leaks: [Specify liability for data loss or leaks].

Encryption or backup requirements: [Specify encryption or backup requirements].

6. Intellectual Property

Ownership of all work product, software, documentation, inventions, or custom solutions created under this Agreement shall be:

Option A: Client Ownership: The Client shall own all right, title, and interest in and to the work product, including all intellectual property rights.

Option B: Contractor Ownership: The Contractor shall own all right, title, and interest in and to the work product, subject to a license granted to the Client. [Describe the license terms].

Use of open-source software or third-party components: [Specify requirements for use of open-source or third-party components].

Assignment of all IT-related deliverables created under the contract: [Specify assignment of all IT-related deliverables].

Nondisclosure/non-use of client information or trade secrets: [Specify nondisclosure/non-use of client information or trade secrets].

7. Warranties and Representations

The Contractor warrants and represents that:

The Contractor has the necessary skills, knowledge, and experience to perform the Services in a professional and workmanlike manner.

The Services will be performed in accordance with industry standards.

The work product will be original and free from defects.

The work product will not infringe the intellectual property rights of any third party.

The Contractor will comply with all applicable laws and regulations.

Limits of warranty: [Specify limits of warranty].

Ongoing support arrangements: [Specify ongoing support arrangements].

Assurance of professional standards, original work, absence of malware, no infringement of third-party IP: [Confirm assurance of professional standards, original work, absence of malware, no infringement of third-party IP].

8. Insurance

The Contractor shall maintain the following insurance coverage:

Professional Liability/Tech E&O Insurance: [Dollar Amount] per occurrence.

General Liability Insurance: [Dollar Amount] per occurrence.

Cybersecurity Insurance: [Dollar Amount] per occurrence.

The Contractor shall provide the Client with certificates of insurance evidencing the required coverage and shall notify the Client of any policy changes or lapses.

9. Liability

Limits on Damages: The Client's liability for damages shall be limited to the amount of fees paid to the Contractor under this Agreement.

Indemnification: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or in connection with the Contractor's performance of the Services, including but not limited to claims for breach of contract, negligence, and infringement of intellectual property rights.

Penalties for data compromise or delayed delivery: [Specify penalties for data compromise or delayed delivery].

Limitations of remedies: [Specify limitations of remedies].

10. Change Control

Any changes to the scope of Services or deliverables must be agreed upon in writing by both parties. The process for requesting, reviewing, costing, and approving amendments is as follows: [Specify Change Control Process].

11. Subcontracting and Assignment

Subcontracting:

Option A: Subcontracting is not permitted under this Agreement.

Option B: Subcontracting is permitted with the Client's prior written approval. All subcontractors must meet the same confidentiality, compliance, and credentialing requirements as the Contractor. The Contractor is fully responsible for their subcontractors' actions.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party.

12. Non-Solicitation and Non-Competition

Non-Solicitation: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit the Client's employees or customers, to the extent allowed by Maine law.

Non-Competition: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not engage in any business that directly competes with the Client's business within [Geographic Area], to the extent allowed by Maine law.

13. Term and Termination

Term: This Agreement shall commence on [Start Date] and shall continue until [End Date].

Renewal: This Agreement may be renewed for additional terms upon mutual written agreement of the parties.

Termination:

The Client may terminate this Agreement for convenience upon [Number] days written notice to the Contractor.

Either party may terminate this Agreement for breach upon [Number] days written notice to the other party, if the breach is not cured within that period.

Client obligations to pay for work through termination: [Specify client obligations to pay for work through termination].

Procedures for delivering or deleting client data at contract end: [Specify procedures for delivering or deleting client data at contract end].

Obligations for transitioning services: [Specify obligations for transitioning services].

14. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved as follows:

First, the parties shall attempt to resolve the dispute through direct negotiation.

If the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City, Maine].

If the dispute cannot be resolved through mediation, the parties may submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.

The laws of the State of Maine shall govern this Agreement. Any legal action shall be brought in the state or federal courts located in [City, Maine].

15. Compliance with Laws

The Contractor shall comply with all applicable Maine state and federal laws and regulations, including but not limited to data protection laws, licensing requirements, and industry-specific regulations.

16. Reporting and Documentation

The Contractor shall provide the Client with regular status updates and documentation as required. This includes incident or issue escalation, status updates, and sign-off protocols for completed deliverables.

17. 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, including but not limited to acts of God, war, terrorism, system failures, cyberattacks, power outages, or government action.

18. Equipment and Environment

The Contractor is responsible for providing all equipment, tools, and personnel necessary to perform the Services. The Contractor shall comply with all applicable Maine-specific environmental/e-recycling laws regarding disposal of IT hardware or data.

19. Representations

The Contractor represents that they have the legal authority to enter into this Agreement, that they are not subject to any conflicts of interest, and that they comply with all applicable licensing or credentialing requirements for IT professionals in Maine.

20. Business Records

The Contractor shall maintain proper business records for tax compliance and audit purposes. The Client shall have access to relevant records for purposes of performance review, audit, or legal compliance.

Signatures

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Electronic signatures are accepted as valid under Maine law.

____________________________

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]