Maine marketing independent contractor agreement template

Maine Marketing Independent Contractor Agreement

This Marketing Independent Contractor Agreement (the "Agreement") is made and effective as of [Effective Date], by and between:

[Client Full Legal Name], a [Client Entity Type, e.g., Maine corporation] with a principal place of business at [Client Address], including Maine business registration number [Client Business Registration Number, if applicable] ("Client"), and

[Contractor Full Legal Name], a [Contractor Entity Type, e.g., Maine LLC or sole proprietor] with a principal place of business at [Contractor Address], including Maine business registration number [Contractor Business Registration Number, if applicable] ("Contractor").

1. Scope of Services

Option A: The Contractor shall provide the following marketing services to the Client: [Detailed description of services, e.g., digital marketing, social media management, content creation, SEO/SEM, graphic design, advertising campaign management, event marketing in Maine, brand strategy, market research, analytics reporting, media buying, public relations]. Specific deliverables include: [List of deliverables, e.g., X blog posts per month, Y social media posts per week, Z marketing reports per quarter].

Option B: The Contractor shall perform the marketing services as detailed in Exhibit A, attached hereto and incorporated by reference. Exhibit A will specify channels, deliverables, objectives, timelines, milestones, and required reporting frequency.

2. Performance Standards and Approval

The Contractor's work shall meet the following quality standards: [Description of quality standards, e.g., error-free content, adherence to brand guidelines, achievement of target ROI].

All content and marketing materials are subject to Client approval. The approval process is as follows: [Description of approval process, e.g., submission to designated contact, timeframe for review, feedback mechanism].

Review protocols will ensure alignment with the Client's Maine-based business goals and industry-specific compliance factors.

3. Location of Services and Access

Option A: Services will be performed remotely.

Option B: Services will be performed primarily at [Location, e.g., Client site, Contractor's office, third-party venues].

The Contractor is [Required/Not required] to attend in-person events within Maine.

Travel reimbursement will be according to this policy: [Policy details, if applicable].

The Contractor will have access to the following Client property, systems, and data: [List of access provided, e.g., client website, marketing platforms, customer database, proprietary information].

4. Payment Terms

Option A: The Client shall pay the Contractor a flat fee of [Dollar Amount] per [Time Period/Project].

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

Option C: The Client shall pay the Contractor on a performance basis, according to Exhibit B, attached hereto and incorporated by reference (e.g., per lead, per conversion).

Payment Schedule: [Detailed payment schedule, e.g., monthly, upon completion of milestones, net 30].

Invoice Requirements: [Invoice requirements, e.g., invoice number, date, detailed description of services rendered, Client purchase order number].

Maine Sales and Use Tax: [Indicate responsibility for sales and use tax, e.g., Contractor is responsible for collecting and remitting sales tax if applicable].

Expense Reimbursement: [Expense reimbursement policy, e.g., pre-approved expenses only, with receipts, subject to maximum amount].

Late Payment Penalties: Late payments shall accrue interest at the rate of [Interest Rate]% per month, as permitted by Maine law, from the due date until paid.

5. Copyright and Ownership

All materials, data, designs, and intellectual property created under this Agreement shall be owned by [Client/Contractor/Jointly].

If ownership is transferred to Client, the Contractor grants and assigns to the Client all right, title, and interest in and to such materials.

Pre- and post-termination use limitations: [Description of any restrictions on use of materials].

6. Confidentiality and Non-Disclosure

The Contractor shall maintain the confidentiality of all Client trade secrets, marketing strategies, client lists, campaign results, and unpublished creative concepts.

The Contractor acknowledges that this obligation is governed by the Maine Uniform Trade Secrets Act.

Duration of obligation: [Specify the duration of confidentiality obligation, e.g., during the term of the agreement and for [Number] years thereafter].

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client.

The Client will not provide benefits, wage withholdings, or workers' compensation coverage.

The Contractor is solely responsible for their own state and federal tax filings, self-employment tax, and insurance. The "ABC" test applied by the Maine Department of Labor confirms this independent contractor relationship.

8. Other Clients

The Contractor may perform marketing services for other clients, including those located in Maine or out of state.

Limitations:

Option A: The Contractor shall not provide services to direct competitors of the Client within [Geographic Area] during the term of this Agreement and for [Number] months thereafter. This is intended to be a reasonable limitation enforceable under Maine law.

Option B: The Contractor shall not solicit the Client's staff or customers during the term of this Agreement and for [Number] months thereafter.

9. Business Licenses and Compliance

The Contractor is responsible for maintaining all required business licenses.

The Contractor shall comply with all applicable Maine and local municipal ordinances for marketing activities, including permits for physical advertising or events.

The Contractor shall adhere to all relevant state and federal marketing industry regulations, including CAN-SPAM, TCPA, data privacy laws, telemarketing restrictions, COPPA, FTC advertising rules, and social media endorsement guidelines.

10. Indemnification

The Contractor shall indemnify and hold harmless the Client from any and all claims, damages, losses, and expenses arising out of or relating to the Contractor's negligent acts, copyright/trademark infringement, false advertising, data breaches, violation of the Maine Unfair Trade Practices Act, or other harm resulting from the Contractor's materials or actions.

This includes provisions for defense costs and damages.

11. Insurance

The Contractor shall maintain the following insurance coverage:

General Liability Insurance: [Coverage Amount]

Professional Liability (E&O) Insurance: [Coverage Amount]

Cyber Liability Insurance (if handling sensitive data): [Coverage Amount]

Workers’ Compensation Exemption (if applicable): [Exemption Documentation]

The Contractor shall provide proof of coverage to the Client upon request.

12. Third-Party Intellectual Property

The Contractor is responsible for obtaining all necessary third-party intellectual property rights, media rights, permissions, and image and talent releases in accordance with Maine law.

The Contractor shall pass through liability to the Client for any misrepresentation or unauthorized use.

13. Client-Provided Equipment

The Contractor is responsible for the upkeep and security of any equipment, software, or materials provided by the Client.

The Contractor shall promptly return all such items upon termination of this Agreement.

14. Dispute Resolution

The parties shall first attempt to resolve any disputes through negotiation.

If negotiation fails, the parties agree to submit the dispute to non-binding mediation in [Maine County].

If mediation fails, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association in [Maine County].

This Agreement shall be governed by and construed in accordance with the laws of the State of Maine. Exclusive jurisdiction and venue for any legal action shall be in the courts of [Maine County].

15. Term and Termination

The term of this Agreement shall commence on [Start Date] and continue until [End Date], unless terminated earlier as provided herein.

Renewal: [Automatic renewal/No automatic renewal. Describe terms, if applicable].

Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement.

Termination Without Cause: Either party may terminate this Agreement without cause upon [Number] Maine business days' written notice.

Immediate Termination: The Client may terminate this Agreement immediately if the Contractor engages in conduct that is detrimental to the Client's reputation.

Upon termination, the Contractor shall conclude all projects in process, settle all final invoices, and transfer all deliverables to the Client.

16. General Provisions

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 acts of God, war, terrorism, or government regulation.

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

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

Assignment: The Contractor may not assign this Agreement without the prior written consent of the Client. Subcontracting requires pre-approval from Client: [Yes/No. If yes, specify terms].

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Notice: All notices under this Agreement shall be in writing and delivered by [Methods of Delivery, e.g., certified mail, email] to the addresses listed above. Electronic notice is acceptable: [Yes/No].

17. Record-Keeping and Data Retention

The Contractor shall maintain records in compliance with IRS and Maine Department of Revenue requirements.

The Contractor shall retain records for [Number] years.

Upon termination of this Agreement, the Contractor shall securely dispose of all Client data, especially any personal data collected via Maine campaigns, in accordance with applicable laws and regulations.

18. Non-Competition and Non-Solicitation (Maine Specific)

Any non-competition or non-solicitation provisions in this Agreement are intended to be reasonable and enforceable under Maine law, considering limitations on duration and geographic scope. Maine law restricts some noncompetes to key employees and sets strict notice requirements.

The parties acknowledge that the enforceability of these provisions depends on the specific facts and circumstances.

19. Data Privacy

The Contractor shall comply with Maine's Personal Information Protection Act and national and industry best practices for consumer data.

The Contractor shall obtain proper consent mechanisms for user tracking or email marketing within Maine.

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

[Client Full Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Title]

Date: [Date]

[Contractor Full Legal Name]

By: [Contractor Name]

Title: [Contractor Title, e.g., Owner, CEO]

Date: [Date]