Massachusetts consulting independent contractor agreement template

Massachusetts Consulting Independent Contractor Agreement

This Massachusetts Consulting Independent Contractor Agreement (the "Agreement") is made and effective as of [Date], by and between:

[Client Company Name], a [Client Company Type] with its principal place of business at [Client Address], hereinafter referred to as "Client,"

and

[Contractor Name], a [Contractor Company Type or Individual] with its principal place of business/address at [Contractor Address], and business identification number (EIN/SSN) [Contractor EIN/SSN], hereinafter referred to as "Contractor."

1. Scope of Services

Option A: The Contractor shall provide the following consulting services to the Client: [Detailed Description of Services].

Option B: The Contractor shall perform the services as detailed in Exhibit A, attached hereto and incorporated by reference.

Option C: The specific project objectives and deliverables are [Detailed Project Objectives and Deliverables], including specific measurable outcomes of [Measurable Outcomes], timelines of [Timelines], and milestones of [Milestones].

• Progress reports shall be submitted [Frequency of Reporting, e.g., weekly, bi-weekly].
• The Client will provide the following resources/data to the Contractor: [List of Resources/Data].

2. Location of Services

Option A: Services shall be performed on-site at [Client Location in Massachusetts]. Contractor will comply with all Client's workplace policies while on site.

Option B: Services shall be performed remotely.

Option C: Services shall be performed [Percentage]% on-site and [Percentage]% remotely.

3. Compensation

Option A: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Hourly Rate] per hour.

Option B: Project-Based Fee: The Client shall pay the Contractor a fixed fee of [Project Fee] for the completion of the services described in Section 1.

Option C: Retainer: The Client shall pay the Contractor a monthly retainer of [Retainer Fee].

The Contractor shall submit invoices to the Client [Frequency of Invoicing, e.g., monthly, upon completion of milestones]. Payment is due within [Number] days of invoice receipt, in accordance with Massachusetts law.

Reimbursable expenses [Description of Reimbursable Expenses, e.g., travel, materials] are permitted, subject to prior written approval from the Client and submission of receipts.

Late Fee: Payments not received within [Number] days of the due date shall be subject to a late fee of [Late Fee Amount or Percentage].

4. Taxes

Contractor understands and agrees that they are responsible for all applicable federal and Massachusetts state taxes, including self-employment taxes. The Client will not withhold any taxes from payments made to the Contractor, unless required by Massachusetts law.

The Contractor will provide the Client with a completed W-9 form prior to receiving payment.

It is the Contractor’s responsibility to determine if Massachusetts sales tax applies to the services provided and to comply with all applicable sales tax laws.

5. Intellectual Property

Option A: All work product created by the Contractor in connection with this Agreement shall be owned exclusively by the Client.

Option B: The Contractor shall retain ownership of any pre-existing proprietary materials. All new work product created specifically for the client shall be owned by the client.

Option C: Ownership of intellectual property shall be as follows: [Specify Ownership Details].

6. Confidentiality

The Contractor agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such Confidential Information to any third party or use such Confidential Information for any purpose other than performing the services under this Agreement. This includes compliance with Massachusetts Data Security Regulations (201 CMR 17.00) if handling personal information.

Upon termination of this Agreement, the Contractor shall promptly return all Confidential Information to the Client.

Confidential Information includes, but is not limited to: [Examples of Confidential Information].

7. Independent Contractor Status

It is the express intention of the parties that the Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. The Contractor shall have control over the manner and means of performing the services under this Agreement, in accordance with Massachusetts Independent Contractor Law (M.G.L. c. 149, § 148B).

The Contractor is free to perform services for other clients.

The Contractor is not entitled to any benefits normally provided to employees of the Client, including, but not limited to, health insurance, vacation, or retirement plans. The Contractor acknowledges that they are responsible for obtaining their own insurance coverage, including health insurance. The contractor will not be covered by the Client's unemployment insurance or worker's compensation policies.

Contractor is responsible for all applicable self-employment taxes and any required state licenses or permits.

8. Subcontracting

Option A: The Contractor shall not subcontract any of the services under this Agreement without the prior written consent of the Client.

Option B: The Contractor may subcontract services, but remains fully responsible for the performance of any subcontractors and their compliance with all terms of this agreement, including Massachusetts wage and worker classification laws. The contractor shall ensure any subcontractors adhere to the same level of confidentiality and standards as the contractor.

Option C: [Specific Terms Regarding Subcontracting].

9. Liability, Indemnification, and Insurance

The Contractor shall be liable for any damages caused by its negligence or willful misconduct in performing the services under this Agreement.

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to the Contractor's performance of the services under this Agreement, except to the extent such claims, losses, damages, liabilities, costs, and expenses are caused by the Client's negligence or willful misconduct.

Option A: The Contractor shall maintain professional liability (errors and omissions) insurance with a minimum coverage of [Insurance Amount].

Option B: The Contractor is not required to maintain professional liability (errors and omissions) insurance.

10. Warranty and Conflict of Interest

The Contractor warrants that the services provided under this Agreement shall be performed in a professional and workmanlike manner.

The Contractor represents and warrants that its performance under this Agreement does not and will not conflict with any other agreements to which it is a party or any obligations it has to any other person or entity. The Contractor shall disclose any potential conflicts of interest arising under Massachusetts conflict of interest statutes (M.G.L. c. 268A for public sector clients).

11. Termination

Option A: This Agreement shall automatically terminate on [Date].

Option B: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

Option C: The Client may terminate this Agreement immediately if the Contractor breaches any material term of this Agreement.

• Upon termination, the Client shall pay the Contractor for all services performed up to the date of termination.
• Upon termination, the Contractor shall return all Client property and Confidential Information to the Client.

12. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiations.

If the parties are unable to resolve the dispute through negotiation, they agree to submit the dispute to mediation in [City, Massachusetts].

If mediation is unsuccessful, the parties agree that any legal action or proceeding relating to this Agreement shall be brought in the courts of the Commonwealth of Massachusetts, and Massachusetts law shall govern the interpretation and enforcement of this Agreement.

13. Records Retention and Audit

The Contractor shall maintain accurate records of all services performed and expenses incurred under this Agreement.

The Client shall have the right to audit the Contractor's records upon reasonable notice.

14. Compliance with Laws

The Contractor shall comply with all applicable federal and Massachusetts state laws and regulations, including but not limited to anti-discrimination laws, wage and hour regulations (including the Massachusetts Independent Contractor Law, M.G.L. c. 149, § 148B, and Massachusetts Paid Family and Medical Leave if applicable), and limitations on non-compete or non-solicitation clauses under Massachusetts law.

15. Assignment, Amendment, and Entire Agreement

This Agreement may not be assigned by either party without the prior written consent of the other party.

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

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

16. Business Registrations

The Contractor represents and warrants that it maintains all necessary business registrations, permits, or certifications required for lawful consulting practice in Massachusetts.

17. Signature

This Agreement may be signed in counterparts, and by electronic means, in accordance with the Massachusetts Uniform Electronic Transactions Act.

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

[Client Company Name]

By: [Client Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title (if applicable)]