Maryland IT independent contractor agreement template

Maryland IT Independent Contractor Agreement

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

* [Client Company Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client Company Maryland Business Address] (“Client”), and

* [Contractor Full Legal Name], residing at [Contractor Maryland Business Address] (“Contractor”).

WHEREAS, Client desires to engage Contractor to provide certain IT services; and

WHEREAS, Contractor desires to provide such IT services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Services

* Contractor shall provide the following IT services to Client (the "Services"): [Detailed description of services, e.g., software development, network administration, cybersecurity assessment, cloud migration, system integration, IT consulting, or helpdesk support].

* Deliverables: [Specific list of deliverables, e.g., software code, reports, documentation]. * Project Milestones: [List of project milestones with specific dates]. * Timelines: [Detailed project timeline with start and end dates for each task]. * Acceptance Criteria: [Criteria for Client's acceptance of deliverables].

2. Work Location

* Option A: On-site at [Client Location].

* Option B: Remote.

* Contractor shall use a secure VPN connection to access Client systems.

* Contractor shall adhere to Client's remote access policies.

* Option C: Hybrid – [Specify on-site and remote days/requirements].

* Equipment: [Specify which party provides equipment, e.g., Client provides laptops, Contractor provides monitor].

* Access Controls: [Describe any access controls or restrictions].

3. Payment

* Option A: Hourly Rate: [Dollar amount] per hour.

* Invoicing: Contractor shall submit invoices [Frequency, e.g., weekly, bi-weekly] to Client.

* Payment Terms: Client shall pay invoices within [Number] days of receipt.

* Option B: Project-Based Fee: [Dollar amount] for the entire project.

* Payment Schedule: [List of payments tied to milestones].

* Option C: Retainer: [Dollar amount] per [Time period, e.g., month].

* Late Payment Interest: Interest will accrue at the rate of [Percentage]% per month, or the maximum rate allowed by Maryland law, on any overdue amounts.

* Taxes: Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes and sales/use tax if applicable.

4. Independent Contractor Status

* Contractor is an independent contractor and not an employee, partner, or agent of Client.

* Contractor has control over the manner and means of performing the Services.

* Contractor is free to subcontract portions of the work, with Client’s prior written approval. * Contractor uses their own tools and equipment (except as otherwise specified in Section 2). * Contractor is responsible for their own insurance, workers' compensation, and business registrations as required by Maryland law.

5. Confidentiality and Data Protection

* Contractor shall maintain the confidentiality of all Client information.

* Contractor shall comply with the Maryland Personal Information Protection Act (MPIPA) and all other applicable data protection laws. * Contractor shall implement and maintain reasonable security measures to protect Client data. * Incident Notification: Contractor shall notify Client immediately upon discovery of any data breach or security incident. * Contractor shall comply with all industry-specific IT standards (e.g., HIPAA if applicable).

6. Intellectual Property

* Contractor's Pre-Existing IP: Contractor retains ownership of any pre-existing intellectual property.

* Work Product: All work product created by Contractor during the project shall be owned by Client.

* Licensing: [Specify any licensing terms for Contractor's pre-existing IP used in the project].

* Moral Rights Waiver: To the extent permitted by law, Contractor waives all moral rights in the work product.

* Contractor shall assist with any IP filings in Maryland as reasonably requested by Client.

7. Non-Disclosure, Non-Solicitation, and Non-Compete

* Non-Disclosure: Contractor shall not disclose Client’s confidential information to any third party.

* Non-Solicitation: Contractor shall not solicit Client’s employees or customers for a period of [Number] years after termination of this Agreement.

* Non-Compete (if applicable): Contractor shall not engage in [Type of IT work] within [Geographic area] for a period of [Number] years after termination of this Agreement, provided such restriction is reasonable and enforceable under Maryland law.

8. Warranties and Representations

* Contractor warrants that the Services will be performed in a professional and workmanlike manner.

* Contractor warrants that the work product will not infringe on any third-party intellectual property rights.

* Contractor warrants that the work product is free from viruses and malware. * Maintenance and Support: [Specify any maintenance or support obligations after delivery].

9. Indemnification

* Contractor shall indemnify and hold Client harmless from any claims arising out of Contractor's data breaches, IP violations, negligent performance, or failure to comply with Maryland or federal law.

* Professional Liability Insurance: Contractor shall maintain professional liability insurance (or cyber liability insurance if appropriate) in the amount of [Dollar amount].

10. Change Orders

* Any changes to the scope of services must be agreed upon in writing by both parties.

* Change orders shall include adjustments to timing, fees, or deliverables, as necessary.

11. Subcontracting and Assignment

* Contractor may not assign or subcontract this Agreement without Client’s prior written consent.

* Any subcontractors must comply with all applicable Maryland employment and licensing rules.

12. Reporting and Communication

* Contractor shall provide regular updates to Client on the progress of the project.

* Contractor shall participate in status meetings as requested by Client.

* Contractor shall immediately notify Client of any critical incidents.

13. Termination

* Term: This Agreement shall commence on [Start Date] and continue until [End Date] or until the completion of the Services.

* Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice.

* Termination for Cause: Client may terminate this Agreement immediately if Contractor breaches any material provision of this Agreement.

* Compensation Upon Termination: Contractor shall be compensated for work performed up to the date of termination.

* Handover of Deliverables: Upon termination, Contractor shall promptly deliver all work product to Client.

* Transition Support: [Specify any transition support Contractor will provide].

* Return/Destruction of Data: Contractor shall return or destroy all Client confidential information and equipment upon termination, in compliance with Maryland law.

14. Dispute Resolution

* Negotiation: The parties shall first attempt to resolve any disputes through good-faith negotiation.

* Mediation/Arbitration: If negotiation fails, the parties agree to [Choose one: mediation or arbitration] in Maryland. * [If Arbitration is selected, state: The arbitration shall be conducted in accordance with the rules of [Arbitration Association, e.g., American Arbitration Association] and the decision of the arbitrator shall be final and binding.]

* Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, including Maryland’s Commercial Law Article.

* Venue: Any litigation arising out of this Agreement shall be brought in the state or federal courts located in [County], Maryland.

15. Compliance with Laws

* Contractor shall comply with all applicable Maryland and federal laws, including state business registration, licensing, consumer protection, and data handling requirements.

* Contractor shall maintain all necessary permits and licenses to perform the Services.

16. Exhibits

* Exhibit A: Statement of Work (SOW) – [Attached/Not Attached].

* Exhibit B: Proof of Insurance – [Attached/Not Attached].

* Exhibit C: IT System Access Policies – [Attached/Not Attached].

* Exhibit D: Maryland Business Registration – [Attached/Not Attached].

17. Tax Matters

* Contractor shall provide Client with a completed W-9 form or Maryland-specific tax documentation prior to receiving payment.

* Contractor acknowledges their responsibility for complying with Maryland tax withholding rules for independent contractors.

18. Miscellaneous

* 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.

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

____________________________

[Client Company Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Full Legal Name]