INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Maryland – Comprehensive Form)

[// GUIDANCE: Replace all bracketed, bolded capitalized terms and complete all blanks before execution. Delete all guidance comments prior to finalization.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Services
4. Compensation & Taxes
5. Representations & Warranties
6. Covenants & Restrictions
7. Default; Notice; Remedies
8. Risk Allocation
9. Dispute Resolution
10. General Provisions
11. Execution Block
12. Exhibits

1. DOCUMENT HEADER

This Independent Contractor Services Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [FULL LEGAL NAME OF COMPANY], a [STATE OF ORGANIZATION & ENTITY TYPE] with its principal place of business at [ADDRESS] (“Company”), and [FULL LEGAL NAME OF CONTRACTOR], a [ENTITY TYPE or “individual”] with its principal place of business / residence at [ADDRESS] (“Contractor”).
Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Company desires to engage Contractor to perform certain specialized services.
B. Contractor represents that Contractor possesses the requisite skill, experience, and resources to perform such services as an independent contractor and not as an employee.
C. In consideration of the mutual covenants herein, the Parties agree as follows:

2. DEFINITIONS

The following terms shall have the meanings set forth below and shall apply equally to their singular and plural forms:

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – all federal, state (including, without limitation, the laws of the State of Maryland), and local statutes, regulations, ordinances, and common-law principles governing the subject matter of this Agreement, including but not limited to the Internal Revenue Code, 26 U.S.C. § 3121, and any successor provisions.
“Background IP” – intellectual property owned or controlled by a Party prior to the Effective Date or developed independently of this Agreement.
“Confidential Information” – any non-public information disclosed by either Party, whether oral, written, electronic, or other form, that a reasonable person would understand to be confidential.
“Deliverables” – all materials, work product, inventions, and reports to be delivered by Contractor pursuant to an applicable Statement of Work.
“Force Majeure Event” – an event beyond the reasonable control of the affected Party (e.g., acts of God, natural disasters, governmental actions, or labor disturbances) that prevents performance.
“Services” – the services and related Deliverables described in Exhibit A and any subsequent Statement(s) of Work executed under this Agreement.
“Specifications” – the functional, technical, and performance criteria for the Services and Deliverables set forth in Exhibit A.
“Statement of Work” or “SOW” – a document executed by the Parties describing Services, Deliverables, timelines, and fees.
“Taxes” – any federal, state, or local income, employment, payroll, sales, use, gross receipts, or other taxes, levies, or governmental charges.

[// GUIDANCE: Add additional defined terms alphabetically as required.]

3. ENGAGEMENT & SERVICES

3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services strictly in accordance with this Agreement and each SOW. Time is of the essence with respect to all performance obligations.

3.2 Independent Contractor Relationship. Nothing herein shall be construed to create an employer-employee relationship. Contractor shall have exclusive control over the manner and means of performing the Services. Contractor acknowledges that (a) Contractor is not eligible for any Company benefits; (b) Company will not withhold any payroll taxes; and (c) Contractor bears sole responsibility for compliance with worker-classification, tax, and employment laws.

3.3 Change Orders. Company may request changes to any SOW in writing. Contractor shall, within five (5) business days, notify Company of any corresponding adjustment in fees, Deliverables, or schedule. No change shall be binding without a mutually executed written amendment.

3.4 Subcontractors. Contractor shall not subcontract any portion of the Services without Company’s prior written consent. Any approved subcontractor shall be bound in writing by obligations no less protective than those herein, and Contractor shall remain fully liable for performance.

3.5 Compliance With Law. Contractor shall perform the Services in a professional, workmanlike manner and in compliance with Applicable Law and industry standards.

4. COMPENSATION & TAXES

4.1 Fees. Company shall pay Contractor the fees set forth in Exhibit A or the applicable SOW (collectively, “Fees”). Unless otherwise stated, Fees are [fixed / time-and-materials] and inclusive of all costs and expenses except as expressly provided.

4.2 Invoices & Payment. Contractor shall submit itemized invoices [monthly / upon milestone completion]. Company shall pay undisputed amounts within [30] days after receipt. Late payments shall accrue interest at the lesser of [1.0 % per month] or the maximum rate allowed by law.

4.3 Taxes. Contractor is solely responsible for all Taxes arising from or relating to Contractor’s performance under this Agreement, including self-employment taxes. Contractor shall furnish Company with a fully completed IRS Form W-9 (or Form W-8, as applicable) prior to the first payment.

4.4 Set-Off. Company may offset any amounts owed by Contractor to Company against any Fees due under this Agreement.

5. REPRESENTATIONS & WARRANTIES

5.1 Mutual Representations. Each Party represents and warrants that (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to execute and deliver this Agreement; and (c) this Agreement constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms.

5.2 Contractor Representations. Contractor further represents, warrants, and covenants that:
a) The Services and Deliverables will conform to the Specifications and will be provided in a professional, workmanlike manner consistent with generally accepted industry standards.
b) Contractor owns or has secured all rights necessary to grant Company the licenses set forth herein, free and clear of liens or encumbrances.
c) Contractor and its personnel hold and will maintain all licenses, permits, and insurance required under Applicable Law to perform the Services.

5.3 Warranty Remedies. If Contractor breaches any warranty in Section 5.2, Contractor shall, at no additional cost to Company and as Company’s sole and exclusive remedy, promptly re-perform or correct the non-conforming Services or Deliverables. If Contractor fails to cure within ten (10) days after written notice, Company may (i) procure substitute services and charge Contractor for any additional costs, or (ii) terminate the applicable SOW for cause.

5.4 Survival. The warranties set forth in this Section 5 shall survive for [twelve (12)] months after Company’s final acceptance of the Deliverables.

6. COVENANTS & RESTRICTIONS

6.1 Confidentiality. Each Party shall protect the other’s Confidential Information with at least the same degree of care it uses to protect its own similar information, but in no event less than reasonable care. Confidentiality obligations survive for five (5) years after termination of this Agreement, and indefinitely for trade secrets.

6.2 Non-Solicitation. During the Term and for twelve (12) months thereafter, Contractor shall not, without Company’s prior written consent, solicit or hire any employee of Company with whom Contractor had material contact.

6.3 Compliance & Reporting. Contractor shall promptly notify Company in writing of (a) any breach of confidentiality or data security, (b) any governmental investigation related to the Services, or (c) any event that materially affects Contractor’s ability to perform.

6.4 Insurance. Contractor shall maintain, at its own expense, the minimum insurance coverages set forth in Exhibit B and provide certificates of insurance upon request.

7. DEFAULT; NOTICE; REMEDIES

7.1 Events of Default. “Event of Default” means (a) a material breach of this Agreement that remains uncured ten (10) days after written notice; (b) failure to meet any material milestone or Deliverable deadline twice in any six-month period; (c) violation of Section 6; or (d) Contractor’s insolvency or bankruptcy.

7.2 Company Remedies. Upon an Event of Default by Contractor, Company may, without prejudice to any other rights, (i) suspend performance and payments; (ii) require specific performance; (iii) terminate this Agreement or any SOW; and/or (iv) pursue any remedy available at law or in equity, including injunctive relief.

7.3 Attorneys’ Fees. The prevailing Party in any action or proceeding arising under this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

8. RISK ALLOCATION

8.1 Indemnification by Contractor. Contractor shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, fines, penalties, and expenses (including reasonable attorneys’ fees) arising out of or related to (a) bodily injury, death, or property damage caused by Contractor; (b) Contractor’s violation of Applicable Law (including worker-classification or tax obligations); (c) infringement of any intellectual property right by the Deliverables or Services; or (d) Contractor’s gross negligence or willful misconduct.

8.2 Limitation of Liability. Except for (i) amounts owed under Section 8.1 (Indemnification), (ii) breaches of Section 6.1 (Confidentiality), or (iii) a Party’s gross negligence or willful misconduct, a Party’s aggregate liability under this Agreement shall not exceed the total Fees paid or payable to Contractor under the applicable SOW during the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for any consequential, incidental, special, punitive, or exemplary damages.

8.3 Force Majeure. Neither Party shall be liable for delay or failure to perform due to a Force Majeure Event, provided the affected Party promptly notifies the other Party and uses commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than thirty (30) consecutive days, either Party may terminate the affected SOW without liability.

9. DISPUTE RESOLUTION

[// GUIDANCE: Select (a) Arbitration OR (b) Litigation and delete the alternative.]

9.1 Governing Law; Venue.

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. Subject to Section 9.2, each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in [BALTIMORE CITY / COUNTY], MARYLAND, and waives any objection to such venue.

9.2 Arbitration (Optional).

[ARBITRATION OPTION – DELETE IF NOT DESIRED] Any controversy or claim arising out of or relating to this Agreement shall be finally settled by confidential arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules in effect at the time of the filing. The arbitral tribunal shall consist of a single neutral arbitrator with at least ten (10) years of relevant experience. The seat of arbitration shall be [Baltimore, Maryland], the award shall be reasoned and in writing, and judgment on the award may be entered in any court of competent jurisdiction.

9.3 Jury Trial Waiver.

TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.4 Equitable Relief.

Each Party acknowledges that a breach of Sections 6.1 (Confidentiality) or 6.2 (Non-Solicitation) would cause irreparable harm for which monetary damages are inadequate. Accordingly, the non-breaching Party shall be entitled to seek injunctive or other equitable relief without the necessity of posting bond.

10. GENERAL PROVISIONS

10.1 Amendments & Waivers. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. No waiver shall be deemed a continuing waiver of any other breach.

10.2 Assignment. Contractor may not assign, delegate, or transfer any rights or obligations hereunder without Company’s prior written consent. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

10.3 Severability. If any provision is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

10.4 Entire Agreement. This Agreement, together with all Exhibits and SOWs, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings, whether written or oral.

10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (each of which is deemed an original and together constitute one instrument) and by electronic signatures (e.g., DocuSign), each of which shall be deemed to have the same legal effect as an original.

10.6 Notices. All notices shall be in writing and delivered (a) in person, (b) by nationally recognized overnight courier, or (c) by certified mail, return receipt requested, to the addresses first set forth above (or to such other address as a Party may designate). Notices are deemed given upon receipt.

11. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Consider adding Maryland notary blocks if required for your transaction.]

12. EXHIBITS

Exhibit A

Statement of Work / Scope & Specifications

1. Description of Services: __________
2. Deliverables & Milestones: ________
3. Acceptance Criteria: _______
4. Fees & Payment Schedule: _________
5. Company Resources (if any): _______

Exhibit B

Insurance Requirements

1. Commercial General Liability: not less than $1,000,000 per occurrence / $2,000,000 aggregate.
2. Professional Liability / Errors & Omissions: not less than $1,000,000 per claim.
3. Business Automobile Liability (if vehicles used): $1,000,000 combined single limit.
4. Workers’ Compensation & Employers’ Liability: as required by Applicable Law (or statutory exemption certification).
5. Additional Insureds: Company, its Affiliates, and their directors, officers, and employees.

[// GUIDANCE: Adjust limits to reflect project scope and risk.]

Exhibit C

Maryland Worker-Classification, Tax, and Insurance Rider

1. Worker Classification Compliance.
   a) Contractor affirms that Contractor (i) is customarily engaged in an independent trade or business of the same nature as the Services, (ii) maintains a separate business location, and (iii) has the ability to perform services for multiple clients.
   b) Contractor shall maintain and, upon request, provide Company with evidence of registration for a federal employer identification number (“EIN”).

2. Unemployment Insurance & Workers’ Compensation.
   Contractor acknowledges that Maryland applies an “ABC test” for unemployment insurance purposes and agrees to bear sole responsibility for any contributions or premiums if Contractor is re-classified by the Maryland Department of Labor.

3. State & Local Taxes.
   Contractor shall timely file and pay all Maryland income, sales/use, and personal property taxes attributable to amounts paid under this Agreement.

4. Insurance Exemption.
   If Contractor claims exemption from Maryland workers’ compensation coverage, Contractor shall provide Company with a current Certificate of Compliance / Waiver on Maryland Workers’ Compensation Commission Form IC-23 (or successor form).

5. Indemnity for Re-Classification.
   Contractor shall indemnify Company for any assessment, penalty, interest, or liability (including reasonable attorneys’ fees) imposed on Company by any governmental authority arising from a determination that Contractor or Contractor’s personnel were misclassified.

[// GUIDANCE: Review and tailor this template to the specific transaction, industry, and regulatory framework. This form is intended as a starting point and may require modification to address data protection, IP ownership, or other specialized issues.]