Massachusetts construction independent contractor agreement template

Massachusetts Construction Independent Contractor Agreement

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

• [Client Full Legal Name], with a business address at [Client Business Address], hereinafter referred to as "Client," and
• [Contractor Full Legal Name/Business Name], with a business address at [Contractor Business Address], Massachusetts Construction Supervisor License number [Contractor License Number], hereinafter referred to as "Contractor."

1. Statement of Work

• The Contractor agrees to perform the following construction services for the Client: [Detailed description of services, e.g., Framing, Roofing, Electrical, Plumbing, Site Cleanup, Demolition] at the following location(s): [Project Location(s)].
  • Option A: See attached Exhibit A for detailed project plans and specifications.
  • Option B: The scope of work includes providing all labor and materials unless otherwise specified.
• The Contractor is responsible for adhering to the following:
  • Massachusetts State Building Code (780 CMR)
  • OSHA safety standards
  • All applicable town/city ordinances
  • Relevant project codes and permit requirements
• Project Timeline:
  • Expected Start Date: [Start Date]
  • Expected Completion Date: [Completion Date]
  • Milestones: [List of milestones with deadlines]
• The Contractor shall provide the Client with progress reports:
  • Option A: Daily
  • Option B: Weekly
  • Option C: Bi-weekly
  • Option D: Other: [Specify Reporting Frequency]

2. Compensation

• The Client shall compensate the Contractor as follows:
  • Option A: Fixed Price: The total fixed price for the services is [Dollar Amount].
  • Option B: Time and Materials: The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour, plus the cost of materials. An estimated maximum number of hours is [Number of Hours].
  • Option C: Per Milestone: Payment will be made according to the following milestones: [List of milestones and corresponding payments].
• Retainer/Upfront Payment: [Dollar Amount] retainer/upfront payment is due upon signing of this agreement.
• Invoicing: The Contractor shall submit invoices to the Client:
  • Option A: Monthly
  • Option B: Upon completion of each milestone
  • Option C: Other: [Specify Invoicing Frequency]
• Payment is due [Number] days after receipt of invoice.
• Late payments shall accrue interest at a rate of [Percentage]% per month.
• Reimbursement for approved expenses will be made upon submission of receipts.
• Massachusetts prevailing wage requirements:
  • Option A: Do not apply to this project.
  • Option B: Apply to this project and are incorporated herein (See Exhibit B).

3. Independent Contractor Status

• It is the express intention of the parties that the Contractor is an independent contractor and not an employee or agent of the Client. This agreement is governed by Massachusetts General Laws chapter 149, section 148B.
• The Contractor affirms the following:
  • The Contractor is free from control and direction in connection with the performance of the services, both under the contract for the performance of the service and in fact;
  • The service is performed outside the usual course of the Client's business; and
  • The Contractor is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the service performed.
• The Contractor is responsible for all federal and Massachusetts taxes (income, self-employment, sales/use). The Contractor is also responsible for providing Workers' Compensation insurance (as mandated by M.G.L. c. 152) for all employees and subcontractors if required.

4. Insurance

• The Contractor shall maintain the following insurance policies:
  • General Liability Insurance: [Dollar Amount] per occurrence.
  • Workers' Compensation Insurance: As required by Massachusetts law (M.G.L. c. 152).
  • Auto Insurance (if applicable): [Dollar Amount] combined single limit.
• The Client shall be named as an additional insured on the Contractor's General Liability policy.
• Certificates of insurance shall be provided to the Client prior to commencement of work.

5. Licensing and Permits

• The Contractor warrants that they possess all required licenses and permits to perform the services in Massachusetts, including any applicable licenses under Massachusetts General Laws Chapter 142A for home improvement work.
• The Contractor is responsible for obtaining all necessary building permits unless otherwise agreed to in writing.

6. Subcontractors

• The Contractor may subcontract portions of the work, but all subcontractors must be licensed and insured as required by Massachusetts law.
• The Contractor is responsible for the actions and omissions of their subcontractors.
• All subcontractors must adhere to the same terms and conditions as outlined in this Agreement.

7. Change Orders

• Any changes to the scope of work must be documented in a written change order signed by both parties.
• The change order shall include a description of the change, the impact on the project timeline, and any adjustments to the compensation.
• All change orders shall be numbered sequentially and attached to this agreement as exhibits.

8. Worksite Access and Safety

• The Client shall provide the Contractor with reasonable access to the worksite.
• The Contractor is responsible for maintaining a safe worksite and complying with all applicable safety regulations.

9. Deliverables and Acceptance

• Upon completion of the work, the Contractor shall provide the Client with the following deliverables: [List of deliverables].
• The Client shall inspect the work and notify the Contractor of any defects within [Number] days.
• The Contractor shall remedy any defective work within a reasonable timeframe.

10. Warranty

• The Contractor warrants that the work will be performed in a workmanlike manner and free from defects for a period of [Number] year(s) from the date of completion. This warranty is governed by Massachusetts law.

11. Intellectual Property

• Any drawings, plans, or designs created by the Contractor shall be owned by:
  • Option A: The Contractor
  • Option B: The Client
• The Contractor agrees to maintain the confidentiality of any proprietary information or trade secrets of the Client.

12. Dispute Resolution

• Any disputes arising out of this Agreement shall be resolved through:
  • First: Direct negotiation between the parties.
  • Second: Mediation in [City, Massachusetts].
  • Third: Binding arbitration in [City, Massachusetts], in accordance with the rules of the American Arbitration Association.
• Massachusetts law shall govern the interpretation and enforcement of this Agreement.

13. Termination

• This Agreement may be terminated:
  • For cause: By either party upon written notice of a material breach by the other party. The breaching party shall have [Number] days to cure the breach.
  • For convenience: By the Client upon [Number] days written notice to the Contractor.
• Upon termination, the Contractor shall be compensated for all work completed up to the date of termination.
• The Contractor shall deliver a lien waiver as a precondition to final payment.

14. Indemnification

The Contractor agrees to indemnify and hold harmless the Client from any and all claims, losses, damages, liabilities, and expenses arising out of the Contractor's performance of the services, including, but not limited to, bodily injury, property damage, and code violations, to the extent caused by the negligence or willful misconduct of the Contractor.

15. Assignment and Subcontracting

• The Contractor may not assign this Agreement or subcontract any portion of the work without the prior written consent of the Client.
• All subcontractors must comply with the same licensing, insurance, and wage obligations as the Contractor.
• This agreement does not create joint employer liability.

16. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

17. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

18. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

19. Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above.

20. Massachusetts-Specific Notices and Disclosures (If applicable, per M.G.L. c. 142A)

• [Include all required notices under the Massachusetts Home Improvement Contractor Law, if applicable, including HIC registration number and consumer cancellation rights.]
  • Contractor HIC Registration Number: [HIC Number]
  • The Client has the right to cancel this agreement within three business days of signing it.

21. Record Keeping

The Contractor shall maintain accurate records of all time, expenses, and payroll (if applicable) related to the performance of the services. These records shall be available for review by the Client for a period of [Number] years.

22. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Any legal proceedings shall be located in [County Name] County, Massachusetts.

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Full Legal Name/Business Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]