Massachusetts accounting independent contractor agreement template

Massachusetts Accounting Independent Contractor Agreement

This Accounting Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date] by and between:

• [Client Name], with a business address at [Client Address] and federal tax identification number [Client Tax ID] ("Client"), and
• [Contractor Name], with a business address at [Contractor Address] and federal tax identification number [Contractor Tax ID] ("Contractor").

Scope of Services

• Option A: The Contractor shall provide the following accounting services to the Client: [Description of Services, e.g., Bookkeeping, Account Reconciliations, Financial Statement Preparation].
• Option B: The Contractor shall perform the services detailed in Exhibit A attached hereto, which is incorporated by reference.
• Deliverables: The Contractor shall deliver the following to the Client: [List of Deliverables, e.g., Monthly Financial Statements, Tax Returns].
• Project Scope: The project scope includes [Detailed Description of Project Scope, Phases, Completion Deadlines].
• Reporting: The Contractor will provide updates to the Client [Frequency of Updates, e.g., Weekly, Monthly].
• Approval Procedures: All deliverables are subject to the Client's approval, with acceptance confirmed in [Method of Approval, e.g., Writing, Email].

Term and Termination

• Option A: This Agreement shall commence on [Start Date] and continue for a term of [Duration of Agreement, e.g., One Year].
• Option B: This Agreement shall continue until terminated by either party.
• Renewal: This agreement will [Automatically Renew / Not Automatically Renew] for subsequent terms of [Renewal Term Length] unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Termination Notice: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Termination for Cause: This agreement may be terminated immediately for cause, including but not limited to: material breach of this Agreement, ethical violations, or loss of professional license.
• Obligations Upon Termination: Upon termination, Contractor shall return all client property and data and complete handover procedures as reasonably requested.

Work Location and Access

• Option A: The Contractor shall perform the services remotely.
• Option B: The Contractor shall perform the services on-site at [Client Address].
• Option C: The Contractor shall perform the services in a hybrid manner, as agreed upon by both parties.
• Client Systems Access: The Contractor requires access to the following Client systems: [List of Systems].
• Data Security: The Contractor shall ensure secure transfer of data and adhere to confidentiality rules under Massachusetts law, including compliance with [Massachusetts Data Security Regulations, e.g., 201 CMR 17].

Compensation

• Option A: The Contractor shall be compensated at an hourly rate of [Hourly Rate].
• Option B: The Contractor shall be compensated on a per-project basis, as detailed in Exhibit B attached hereto.
• Option C: The Contractor shall be paid a retainer fee of [Retainer Amount] per [Frequency, e.g., Month].
• Billing Increments: Time shall be billed in [Billing Increments, e.g., 15-minute increments].
• Payment Terms: The Client shall pay the Contractor within [Number] days of receipt of invoice.
• Late Payment: Late payments shall be subject to a penalty of [Percentage]% per month, or the maximum allowed by Massachusetts law, whichever is less.
• Expense Reimbursement: Reimbursable expenses must be [Pre-Approved / Not Requiring Pre-Approval], with details documented and submitted with the invoice.
• Tax Compliance: Contractor is responsible for all applicable state and local taxes.

Ownership of Work Product

• Option A: All deliverables, records, work papers, and intellectual property developed for the Client are client-owned, with exceptions for Contractor’s pre-existing materials.
• Option B: The client grants the contractor a non-exclusive license to use the work product for [Limited Purpose].
• Data Retention: The Contractor shall retain and dispose of data according to Massachusetts privacy statutes and applicable professional standards.

Confidentiality

• The Contractor shall maintain the confidentiality of all Client information, in accordance with Massachusetts law and the AICPA Code of Professional Conduct.
• Non-Disclosure: The Contractor shall not disclose Client financial data to any third party without the Client's prior written consent, except as required by law.
• Reporting Obligations: The Contractor shall report suspected fraud or illegal activity in accordance with Massachusetts whistleblower and anti-fraud requirements.

Independent Contractor Status

• The parties agree that the Contractor is an independent contractor and not an employee of the Client.
• Self-Employment Taxes: The Contractor is responsible for all self-employment taxes.
• Insurance: The Contractor shall maintain professional liability/E&O insurance in the amount of [Insurance Amount].
• Massachusetts ABC Test: The Contractor confirms they meet the requirements of the Massachusetts ABC test for independent contractor classification.
• Licensure: The Contractor shall maintain all necessary professional licenses and fulfill state-mandated continuing education.

Representations and Warranties

• The Contractor warrants that they are licensed with the Massachusetts Board of Public Accountancy (if required).
• The Contractor warrants that they are compliant with state and federal accounting standards.
• The Contractor warrants their eligibility to provide services and absence of conflicts of interest.
• The Contractor warrants non-debarment from Massachusetts or federal contracts.

Assignment and Subcontracting

• Option A: The Contractor may not assign or subcontract any of its obligations under this Agreement without the Client's prior written consent.
• Option B: The Contractor may subcontract certain tasks with the Client's prior written consent, ensuring all subcontractors meet Massachusetts licensure requirements.

Liability and Indemnification

• The Contractor's liability shall be limited to the amount of fees paid by the Client under this Agreement.
• The Contractor shall indemnify the Client against any claims arising from the Contractor's negligence or willful misconduct.
• Insurance: The Contractor shall maintain professional liability insurance with minimum coverage of [Amount].
• Remedies for Breach: Remedies for breach of this agreement includes damages, cure periods, and termination rights.

Records Retention and Inspection

• The Contractor shall maintain records in accordance with Massachusetts regulations.
• The Client shall have the right to inspect the Contractor's working papers, subject to confidentiality restrictions.

Dispute Resolution

• The parties shall attempt to resolve any disputes through negotiation and mediation.
• If mediation fails, any disputes shall be resolved through binding arbitration in Massachusetts, subject to Massachusetts law.
• Choice of Law & Forum: This agreement is governed by the laws of the Commonwealth of Massachusetts. The exclusive forum for any litigation is the courts of the Commonwealth of Massachusetts.

Massachusetts Specific Compliance

• Data Protection: The Contractor shall comply with the Massachusetts Data Breach Law (201 CMR 17).
• Tax Compliance: The Contractor shall comply with Massachusetts tax reporting requirements (Form 1099-NEC, MA Form M-1099).

Non-Solicitation and Non-Competition

• Option A: The Contractor agrees not to solicit the Client's employees or customers for a period of [Number] years following termination of this Agreement.
• Option B: Non-competition is [Enforceable / Unenforceable] under Massachusetts law for independent contractors unless carefully tailored. Any non-compete clause is reasonable in scope, duration, and geography as per state regulations.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event.

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 negotiations and understandings.

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 Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]