Maryland independent contractor agreement template

Maryland Independent Contractor Agreement

Date: [Date of Agreement]

Client (Company):

Full Legal Name: [Client Company Legal Name]

Address: [Client Company Address]

Contact Person: [Client Contact Person]

Phone: [Client Company Phone]

Email: [Client Company Email]

Contractor:

Full Legal Name: [Contractor Full Legal Name] (Individual or Business Entity)

Address: [Contractor Address]

Phone: [Contractor Phone]

Email: [Contractor Email]

Tax Identification Number (TIN) or Employer Identification Number (EIN): [Contractor TIN/EIN] (if applicable)

Independent Contractor Relationship:

The parties agree that Contractor is an independent contractor of Client and not an employee, partner, joint venturer, or agent of Client. Contractor is solely responsible for determining the method, details, and means of performing the services required by this Agreement.

Scope of Work:

Description of Services: [Detailed Description of Services to be Provided]

Deliverables: [List of Specific Deliverables]

Milestones: [List of Milestones with Dates] (if applicable)

Work Location:

Option A: Onsite at [Client's Location]

Option B: Remote

Timeline:

Option A: Completion Date: [Date]

Option B: Ongoing, subject to termination as provided herein.

Engagement Model:

Option A: Fixed Project

Option B: Open-Ended

Option C: Retainer-Based (specify retainer terms below: [Retainer Terms, e.g., hours per month, fixed fee])

Compensation:

Fee Structure:

Option A: Hourly Rate: [Dollar Amount] per hour

Option B: Per-Project Fee: [Dollar Amount] for the entire project

Option C: Milestone-Based: [Dollar Amount] per milestone, as specified in the Scope of Work.

Option D: Retainer Fee: [Dollar Amount] per [Time Period, e.g., month]

Option E: Other: [Specify Other Fee Structure]

Payment Schedule:

Option A: Weekly

Option B: Bi-Weekly

Option C: Upon Completion of Project

Option D: Upon Completion of Milestone

Option E: Other: [Specify Other Payment Schedule]

Method of Payment:

Option A: Check

Option B: Direct Deposit (Contractor to provide bank details)

Expenses:

Option A: Contractor is responsible for all equipment, supplies, and related costs.

Option B: Reimbursable expenses (specify categories and limits: [Specify Reimbursable Expenses and Limits]). All reimbursable expenses must be pre-approved in writing by Client.

Taxes:

Contractor is solely responsible for all federal, state, and local taxes, including income tax, Social Security, Medicare, and self-employment tax. Client will not withhold any taxes.

IRS Form W-9:

Contractor shall provide Client with a completed IRS Form W-9 upon execution of this Agreement.

Term and Termination:

Effective Date: [Date]

Duration:

Option A: Fixed Term: This Agreement shall continue until [Date].

Option B: Project-Based: This Agreement shall continue until completion of the project described in the Scope of Work.

Option C: Indefinite: This agreement shall continue until terminated by either party as provided below.

Termination:

Option A: 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 of written notice of such breach.

Option B: For Convenience: Client may terminate this Agreement for any reason upon [Number] days written notice to Contractor. Contractor may terminate this Agreement for any reason upon [Number] days written notice to Client.

Early Termination Fee: (If applicable)

In the event of termination by Client without cause prior to [Date], Client shall pay Contractor a termination fee of [Dollar Amount or Percentage of Remaining Contract Value].

Post-Termination Obligations:

Upon termination, Contractor shall immediately return all Client property, including but not limited to documents, data, and equipment. Contractor shall also cooperate with Client in the transition of services to another provider.

No Employment Relationship/Benefits:

This Agreement does not create an employer-employee relationship between Client and Contractor. Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or workers’ compensation. Contractor is responsible for providing their own insurance coverage.

Option A: Voluntary Benefits: Client may, at its sole discretion, offer Contractor access to certain voluntary benefits, subject to the terms and conditions of those benefits. (Specify benefits: [List Voluntary Benefits, if any]).

Contractor Obligations:

Contractor shall perform the services under this Agreement in a professional and workmanlike manner, consistent with industry standards.

Contractor shall comply with all applicable laws and regulations.

Contractor shall provide Client with timely updates on the progress of the work.

Contractor shall be available to Client during reasonable business hours.

Work Schedule Requirements:

Option A: Contractor shall set their own work schedule.

Option B: Contractor shall adhere to the following work schedule dictated by the client: [Specify Work Schedule Requirements]

Code of Conduct Requirements:

Option A: No Specific Code of Conduct Requirements.

Option B: Contractor shall adhere to the following Code of Conduct: [Specify detailed conduct and work schedule requirements]

Intellectual Property:

Ownership:

Option A: All inventions, works of authorship, and other intellectual property created by Contractor in connection with this Agreement shall be owned by Client, and Contractor hereby assigns all right, title, and interest in such intellectual property to Client. This is a "work for hire" under copyright law.

Option B: Contractor shall retain ownership of all intellectual property created in connection with this Agreement. Client shall have a non-exclusive license to use such intellectual property.

Pre-Existing Intellectual Property: Contractor retains ownership of all pre-existing intellectual property.

Detailed IP Terms: [Specify Detailed IP Terms, if applicable. For example, address patent applications, trade secrets, etc.]

Confidentiality:

Contractor agrees to hold Client's confidential information in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to, trade secrets, business plans, customer lists, and financial information.

Duration:

Option A: In Perpetuity

Option B: For a period of [Number] years following termination of this Agreement.

Permitted Disclosures: Contractor may disclose confidential information to its employees or subcontractors who have a need to know such information, provided that such employees or subcontractors are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.

Return of Information: Upon termination of this Agreement, Contractor shall promptly return all confidential information to Client.

Option A: Confidentiality obligations apply.

Option B: Confidentiality obligations do not apply.

Non-Competition and Non-Solicitation (Optional - Review Maryland Law Carefully):

Note: Maryland law restricts the enforceability of non-compete agreements, particularly for low-wage employees. Consult with legal counsel before including these clauses.

Non-Competition: During the term of this Agreement and for a period of [Number] months/years following termination, Contractor shall not, directly or indirectly, engage in any business that competes with Client's business within a [Geographic Area, e.g., 50-mile radius of Client's principal place of business].

Non-Solicitation: During the term of this Agreement and for a period of [Number] months/years following termination, Contractor shall not solicit any of Client's employees or customers.

Option A: Non-Competition and Non-Solicitation clauses apply.

Option B: Non-Competition and Non-Solicitation clauses do not apply.

Insurance and Liability:

Contractor shall maintain the following insurance coverage:

Option A: Professional Liability Insurance: [Minimum Coverage Amount]

Option B: General Liability Insurance: [Minimum Coverage Amount]

Option C: Workers’ Compensation Insurance (if Contractor has employees): As required by Maryland law.

Option D: Other: [Specify Other Insurance Requirements]

Indemnification: Contractor shall indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, and expenses arising out of or related to Contractor's performance under this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

Limitation of Liability: In no event shall Client be liable to Contractor for any indirect, incidental, consequential, or punitive damages.

Dispute Resolution:

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

Venue: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Maryland.

Dispute Resolution Method:

Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be submitted to mediation in Maryland before resorting to litigation.

Option B: Binding Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in Maryland in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

Option C: Litigation: Either party may pursue litigation in the courts specified above.

Compliance with Laws:

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to licensing requirements, tax registration requirements, and employment classification laws. This includes compliance with Maryland's workplace fraud statute and anti-retaliation provisions.

Maryland-Specific Compliance: [Specify any Maryland-specific compliance clauses required for this particular engagement. For example, Living Wage laws if applicable to the Client's business in the relevant jurisdiction]

Option A: Maryland-Specific Compliance clauses apply.

Option B: Maryland-Specific Compliance clauses do not apply.

Conflict of Interest:

Contractor represents and warrants that they are free to enter into this Agreement and are not subject to any conflicting obligations. Contractor shall immediately notify Client if any conflict of interest arises during the term of this Agreement.

Background Check/Business License Verification (Optional):

Option A: Client requires a background check of Contractor.

Client will conduct the background check.

Contractor will be responsible for the costs associated with the background check.

Option B: Contractor must provide proof of a valid business license in [Jurisdiction].

Force Majeure:

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, such as acts of God, war, terrorism, natural disasters, or government action.

Notice:

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, return receipt requested, or sent by email to the addresses set forth above.

Amendment:

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

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 with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Assignment:

Contractor shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Client.

Signatures:

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

Client (Company):

____________________________

[Client Contact Person Name]

[Client Title]

Contractor:

____________________________

[Contractor Full Legal Name]