Independent Contractor Agreement - Maine

INDEPENDENT CONTRACTOR AGREEMENT

(Maine)

Before signing: Where an individual performs services for remuneration, Maine unemployment and workers' compensation law examine the actual working relationship, not this agreement's label. The employing unit must show freedom from essential direction and control, all five primary criteria, and at least three of seven additional criteria under 26 M.R.S. § 1043(11)(E) and 39-A M.R.S. § 102(13-A). Intentional or knowing misclassification can carry a $2,000–$10,000 civil fine per violation under 26 M.R.S. § 591-A. Complete the terms below to match how the work will actually be performed.

This Independent Contractor Agreement ("Agreement") is made on [__/__/____] by:

Client: [Full legal name], [entity type, if any], at [mailing address] ("Client").

Contractor: [Full legal name], [entity type, if any], at [mailing address] ("Contractor").

1. Services and deliverables

Contractor will perform: [describe services and expected results].

Deliverables, specifications, and acceptance criteria: [identify each deliverable and objective acceptance measure, or attach a signed statement of work].

Project contact for Client: [name, email]. Project contact for Contractor: [name, email]. The parties may change the scope, price, or schedule only by a written change signed by both parties.

2. Schedule and place of work

Services begin on [__/__/____] and are expected to end on [__/__/____], unless terminated earlier under Section 10. Milestones and due dates: [list]. Contractor will perform the work at [location or remote arrangement], subject to agreed site access, safety, confidentiality, and data security requirements.

Client may review results and identify defects against the agreed specifications. Contractor controls the means and progress of the work, except for the agreed result and lawful site or information security conditions. Contractor will promptly tell Client if actual work practices differ from these terms so the parties can review their obligations.

3. Fees, expenses, and payment

Fee arrangement: ☐ fixed fee of $[amount] ☐ $[amount] per hour ☐ milestone prices in the attached statement of work ☐ other: [describe].

Contractor will invoice [frequency or milestone] with a description of work and approved expenses. Client will pay undisputed invoiced amounts within [number] days after receipt. Client will explain any disputed amount within [number] days; the parties will promptly reconcile it, and Client will pay the undisputed balance on time.

Expenses are ☐ included in the fee ☐ reimbursable only with Client's prior written approval and receipts, up to $[amount]. Payment method: [method]. Late payment terms, if any: [agreed terms consistent with applicable law].

4. Working relationship

The parties intend a services relationship. Contractor may serve other customers and advertise its services, subject to the confidentiality duties below. Contractor decides whether to hire and pay assistants and directs any assistants it hires. Contractor remains responsible for their work and will bind them to the confidentiality and security terms needed for this project.

Contractor may not bind Client or represent that Client has authorized Contractor to make commitments for it. Neither party may use the other's name or marks publicly without written consent, except to identify itself privately to personnel who need to perform this Agreement.

The parties will follow the worker classification, tax, wage, insurance, and benefit duties that apply to their actual relationship. This Agreement does not decide statutory classification or waive any coverage or benefit required by law. Each party will provide tax information and issue information returns when current law requires it.

5. Insurance and compliance

Contractor will maintain the following coverage during the project if checked: ☐ general liability, limit $[amount] ☐ professional liability, limit $[amount] ☐ other [coverage and limit]. Contractor will provide evidence of checked coverage on request. Each party will comply with laws applicable to its own work and personnel; insurance obligations imposed by law apply regardless of the boxes selected here.

6. Deliverables and intellectual property

"Project Deliverables" means the completed items specifically identified in Section 1 or a signed statement of work, excluding Contractor Materials. "Contractor Materials" means tools, methods, software, templates, data, or other material Contractor owned or developed independently of this project and identifies here or in a signed schedule: [list, or write "none"].

To the extent Contractor owns the rights, Contractor hereby assigns to Client all copyright in Project Deliverables created for Client under this Agreement. This signed Agreement is intended to serve as the written transfer required by 17 U.S.C. § 204(a). Contractor will sign reasonable further documents needed to record or confirm the assigned rights. The parties will identify and sign a separate schedule for any patent, trademark, or third-party right that they intend to transfer.

Contractor retains Contractor Materials and grants Client a nonexclusive, perpetual, worldwide license to use, reproduce, and modify those materials only as embedded in or reasonably needed to use the Project Deliverables. Contractor will identify third-party materials and their license terms before including them. No term transfers rights Contractor does not own.

7. Confidentiality and information

"Confidential Information" means nonpublic information one party discloses to the other for this project and reasonably identifies as confidential, including personal data and business information. The receiving party will use it only to perform or receive the services, protect it with reasonable care, and disclose it only to persons bound by equivalent duties who need it for the project.

These duties do not cover information the recipient can show was public without breach, already lawfully known, independently developed, or lawfully received without a duty of confidence. A legally compelled disclosure is permitted after prompt notice where lawful and disclosure only to the required extent. On request or termination, each party will return or securely delete the other's information, except copies retained by law or routine backup systems that remain protected. These duties continue for [number] years after termination; duties for legally protected trade secrets continue while that protection applies.

8. Third-party claims

Each party will defend and indemnify the other against a third-party claim to the extent caused by its own breach of this Agreement, negligence, or willful misconduct, including reasonable defense costs. Contractor will also defend a claim that a Project Deliverable supplied by Contractor infringes a third party's copyright, except to the extent caused by Client-supplied materials or Client's modification outside the agreed use. The protected party must promptly give notice, allow the defending party to control the defense, and reasonably cooperate. No settlement may impose a nonmonetary duty or admission on the protected party without its consent. This section does not shift statutory worker classification duties or waive nonwaivable rights.

9. Disputes and governing law

The parties will first confer in good faith about a dispute. If unresolved, they select: ☐ litigation in a court with jurisdiction in [county], Maine ☐ mediation in [place], followed by litigation in a court with jurisdiction. Maine law governs this Agreement, subject to any law a court must apply regardless of this choice. Neither party must arbitrate unless a separate signed arbitration agreement applies.

10. Termination and handoff

Either party may terminate on [number] days' written notice. Either party may terminate sooner for a material breach not cured within [number] days after written notice describing it. Immediate termination is permitted if continued performance would be unlawful or create an urgent safety or security risk.

On termination, Contractor will give Client completed and in-progress Project Deliverables paid for or payable under this Section, together with a status summary. Client will pay for conforming work performed through termination and approved noncancelable expenses, less amounts already paid. The parties will document any partially completed milestone adjustment here: [method]. Sections on accrued payment, intellectual property, confidentiality, third-party claims, and disputes survive as needed to give them effect.

11. General terms and notices

This Agreement and signed statements of work are the entire agreement for these services. A change or waiver must be in writing and signed by both parties. If a provision cannot be enforced, the remainder continues so far as it can operate. Neither party may assign this Agreement without the other's written consent, except to a successor to substantially all relevant business assets that assumes these duties.

Notices must be sent to the addresses or emails below, or to a replacement address designated in writing. Notice is effective on actual receipt or acknowledged email delivery. The parties may sign counterparts and exchange signed copies electronically where applicable law permits.

Client notice email: [email]

Contractor notice email: [email]

12. Signatures

The signers agree to the terms above and any attached signed statement of work.

CLIENT

Signature: [________________________________]

Name and title: [________________________________]

Date: [__/__/____]

CONTRACTOR

Signature: [________________________________]

Name and title: [________________________________]

Date: [__/__/____]

Attachments, if any: [signed statement of work; Contractor Materials schedule; insurance schedule]