What Is a Maine MSA?

A Maine Master Services Agreement (MSA) is a comprehensive contract that establishes the terms and conditions between a service provider and a client. It serves as a foundational legal document governing all future projects between the two parties.

Definition: A Maine Master Services Agreement is a contractual framework between a client and a service provider in Maine. It outlines essential terms such as payment, liability, intellectual property rights, and dispute resolution applicable to all future projects, allowing for streamlined execution of specific Statements of Work (SOWs) without renegotiating the entire agreement.

Why You Cannot Use a Generic MSA in Maine

Using a generic MSA in Maine can expose both parties to various legal risks due to state-specific regulations and requirements. Here are three critical areas where Maine's laws necessitate a tailored approach:

Worker Classification Rules

Maine employs a common law test for worker classification, which considers factors such as the level of control the employer has over the worker and the worker's independence. According to the Maine Revised Statutes, Title 26, misclassifying an employee as an independent contractor can result in significant penalties, including back taxes and fines. Employers must ensure that their classification aligns with the guidelines set forth by the Maine Department of Labor to avoid these penalties.

Non-Compete Enforceability

In Maine, non-compete agreements are enforceable but must meet certain criteria to be considered valid. According to the Maine Revised Statutes Title 26, §599-A, non-competes must be reasonable in scope, duration, and geographic area. They should protect legitimate business interests without imposing undue hardship on the worker. Alternatives to non-compete clauses include confidentiality agreements and non-solicitation clauses, which can provide protection without restricting employment opportunities.

IP/Work-for-Hire Considerations

Maine does not have unique statutory provisions for work-made-for-hire agreements, but it follows federal copyright law. It's crucial that MSAs include clear IP assignment clauses to avoid disputes over ownership of work products. Typically, the MSA should specify whether the work is a 'work made for hire' or if the IP is assigned to the client post-completion.

What's Included in This Template

Flexible Statement of Work (SOW) Structure

The MSA allows for the attachment of SOWs, which detail specific deliverables and timelines. This flexibility enables the parties to focus on project specifics without altering the main agreement.

Maine-Specific Indemnification

The indemnification clause is tailored to Maine's legal standards, ensuring a fair distribution of risk between the client and provider, including carve-outs for gross negligence.

Dispute Resolution and Venue

Disputes are resolved through arbitration in Portland, Maine, as per the Maine Revised Statutes, ensuring that both parties have access to a local and familiar legal environment.

• Interest on late payments: 18% per annum as per 9-A M.R.S. § 2-502
• Statute of limitations for contracts: 6 years (14 M.R.S. § 752)
• Compliance with Maine Data Protection Act

Who Needs This Document?

How to Use This MSA Template

Step 1: Define the Parties

Fill in the legal names and entity types (LLC, Corporation, Sole Proprietor) for both the provider and client, ensuring accuracy as registered in Maine.

Step 2: Set the Term

Decide whether the agreement is for a fixed term or will auto-renew. Evergreen agreements continue until written notice of termination is provided by either party.

Step 3: Attach Your First SOW

Do not include project deliverables in the MSA itself. Use the attached SOW template to specify scope, timeline, and payment terms for each engagement.

Step 4: Execute the Agreement

Both parties sign the MSA once, and future projects only require a new SOW, with the MSA terms automatically applying.