Massachusetts consulting service contract template

Massachusetts Consulting Services Agreement

This Consulting Services Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

[Consultant Legal Name], a [Consultant Corporate Status, e.g., Massachusetts Corporation] with a principal place of business at [Consultant Business Address] (hereinafter referred to as “Consultant”)

• Contact Information:
  • Phone: [Consultant Phone Number]
  • Email: [Consultant Email Address]
  • Massachusetts Business Registration Number (if applicable): [Consultant Business Registration Number]

and

[Client Legal Name], a [Client Corporate Status, e.g., Massachusetts Limited Liability Company] with a principal place of business at [Client Business Address] (hereinafter referred to as “Client”).

• Contact Information:
  • Phone: [Client Phone Number]
  • Email: [Client Email Address]
  • Massachusetts Business Registration Number (if applicable): [Client Business Registration Number]

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client: [Detailed Description of Consulting Services].

• Specific Objectives: [List of Specific Objectives]
• Deliverables: [List of Deliverables]
• Milestones: [List of Milestones and Completion Dates]
• Methodologies: [Description of Methodologies]
• Timeframes: [Project Start and End Dates]
• Reporting Requirements: [Frequency and Type of Reports]
• Industry Standards: [Applicable Industry Standards]

2. Work Location

• Option A: On-Site
  • The Consultant will perform the services primarily at the Client's premises located at [Client Business Address].
• Option B: Remote
  • The Consultant will perform the services remotely.
• Option C: Hybrid
  • The Consultant will perform the services both on-site at [Client Business Address] and remotely, as needed and agreed upon.
• Access to Premises: The Client will provide the Consultant with reasonable access to its premises as needed to perform the services.
• Client Policies: The Consultant agrees to comply with all reasonable Client policies while on Client premises.
• Travel and Expenses: The Client will reimburse the Consultant for reasonable travel and expenses incurred in connection with the services, in accordance with the Client’s expense reimbursement policy, which is attached as Exhibit A and compliant with Massachusetts labor and tax law.

3. Licenses and Permits

The Consultant is responsible for obtaining and maintaining all necessary business licenses and permits required under Massachusetts law to perform the services. The Client will cooperate in providing any necessary information for these permits. The consultant will also ensure compliance with relevant state regulations governing the Client's industry, such as healthcare, financial, or education consulting.

4. Service Fees and Payment

• Option A: Hourly Rate
  • The Client will pay the Consultant at an hourly rate of [Hourly Rate].
• Option B: Project Fee
  • The Client will pay the Consultant a fixed project fee of [Project Fee] for the completion of the services.
• Option C: Retainer
  • The Client will pay the Consultant a monthly retainer fee of [Retainer Fee].
• Option D: Milestone-Based Payments
  • Payment will be made upon completion of the following milestones:
    • [Milestone 1]: [Payment Amount]
    • [Milestone 2]: [Payment Amount]
    • [Milestone 3]: [Payment Amount]
• Massachusetts Sales Tax: [State whether Massachusetts sales tax applies and the rate]
• Invoicing: The Consultant will submit invoices to the Client [Frequency of Invoicing, e.g., monthly].
• Payment Schedule: The Client will pay invoices within [Number] days of receipt.
• Acceptable Forms of Payment: [List Acceptable Forms of Payment]
• Late Payment: Late payments will accrue interest at the maximum rate permitted under Massachusetts law.

5. Intellectual Property

• Option A: Assignment to Client
  • All deliverables, work product, inventions, reports, and data created during the engagement shall be owned exclusively by the Client and are considered “works made for hire” under Massachusetts law.
• Option B: License to Client
  • The Consultant grants the Client a non-exclusive, perpetual, irrevocable license to use the deliverables, work product, inventions, reports, and data created during the engagement.
• Option C: Joint Ownership
  • The Client and the Consultant will jointly own the intellectual property.
• Third-Party IP: The Consultant represents and warrants that the deliverables will not infringe upon the intellectual property rights of any third party.

6. Confidentiality

The Consultant agrees to hold all Confidential Information of the Client in strict confidence in compliance with the Massachusetts Uniform Trade Secrets Act (M.G.L. c. 93, § 42 et seq.).

• Definition of Confidential Information: [Detailed Definition of Confidential Information]
• Scope and Purpose: The Consultant will only use the Confidential Information for the purpose of performing the services under this Agreement.
• Exceptions: [List of Exceptions to Confidentiality, e.g., information that is publicly available]
• Duration: The confidentiality obligations will continue for [Number] years after the termination of this Agreement.
• Post-Termination Obligations: Upon termination of this Agreement, the Consultant will return or destroy all Confidential Information of the Client.

7. Non-Solicitation and Non-Competition

• Option A: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] years following termination, the Consultant will not solicit, directly or indirectly, any employees, clients, or customers of the Client, in compliance with M.G.L. c. 149, § 24L.
• Option B: Non-Competition
  • During the term of this Agreement and for a period of [Number] years following termination, the Consultant will not engage in any business that competes with the business of the Client within [Geographic Area], in compliance with M.G.L. c. 149, § 24L.
• Option C: Both Non-Solicitation and Non-Competition
  • Both of the above clauses apply.

8. Independent Contractor Status

The Consultant is an independent contractor and not an employee of the Client, as defined by the Massachusetts Independent Contractor Law (M.G.L. c. 149, § 148B). The Consultant is responsible for all taxes, benefits, and withholdings.

• The Consultant is not entitled to any employee benefits from the Client.
• The Consultant is solely responsible for all federal, state, and local taxes related to the compensation received under this Agreement.
• Indemnification: The Consultant will indemnify the Client for any claims arising from the misclassification of the Consultant as an independent contractor.

9. Insurance

The Consultant will maintain the following insurance coverage:

• Professional Liability (Errors and Omissions) Insurance: [Coverage Amount]
• General Liability Insurance: [Coverage Amount]
• Workers’ Compensation Waiver (if applicable): The Consultant certifies that it has no employees or has appropriate workers' compensation insurance coverage.

10. Quality Assurance and Acceptance

• Acceptance Process: The Client will review the deliverables and provide feedback to the Consultant within [Number] days of receipt.
• Criteria for Satisfactory Completion: [Detailed Criteria for Satisfactory Completion]
• Revision Requests: The Consultant will make reasonable revisions to the deliverables based on the Client’s feedback.
• Warranty: The Consultant warrants that the deliverables will be fit for the intended purpose.
• Remedies for Nonconforming Work: If the deliverables do not conform to the requirements of this Agreement, the Consultant will, at its own expense, correct the nonconformity.

11. Change Orders

Any changes to the scope of services or fees must be documented in a written change order signed by both parties.

• Approval Process: Change orders must be approved in writing by both the Client and the Consultant.
• Effect on Timeline and Fees: The change order will specify any changes to the timeline and fees.
• Documentation: All change orders will be attached to this Agreement as exhibits.
• Agreed Decision-Makers: [Names of individuals authorized to approve change orders]

12. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice. Cause includes material breach of this Agreement.
• Option B: Termination Without Cause
  • Either party may terminate this Agreement without cause upon [Number] days written notice.
• Compensation for Work Performed: Upon termination, the Client will compensate the Consultant for all work performed up to the date of termination.
• Transition of Unfinished Work: The Consultant will cooperate with the Client to transition any unfinished work.
• Return of Client Materials: The Consultant will return all Client materials and Confidential Information upon termination.

13. Liability and Indemnification

• Limit on Liability: The Consultant's liability under this Agreement is capped at [Dollar Amount], except for willful misconduct or gross negligence.
• Indemnification: The Consultant will indemnify the Client against any third-party claims arising from the Consultant's negligence or breach of this Agreement, including claims for IP infringement, data loss, or breach of confidentiality.

14. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including but not limited to acts of God, war, terrorism, or natural disasters.

• Notice Obligations: The affected party must provide written notice to the other party within [Number] days of the force majeure event.
• Options to Suspend or Terminate: Either party may suspend or terminate this Agreement if the force majeure event continues for more than [Number] days.

15. Dispute Resolution

Any disputes arising out of this Agreement will be resolved as follows:

• Good Faith Negotiation: The parties will first attempt to resolve the dispute through good faith negotiation.
• Mediation (Optional): If negotiation fails, the parties may submit the dispute to mediation under the auspices of the Massachusetts Bar Association or a local ADR service.
• Arbitration or Litigation: If mediation fails, the parties may submit the dispute to binding arbitration or bring an action in the state or federal courts located in [Venue, e.g., Suffolk County, Massachusetts].

16. Governing Law

This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

17. Data Privacy and Cybersecurity

The Consultant will comply with all applicable Massachusetts data privacy, cybersecurity, and consumer protection statutes, including M.G.L. c. 93H, if the consulting involves handling regulated personal or business information.

18. Assignment and Subcontracting

• Assignment: The Consultant may not assign this Agreement without the Client's prior written consent.
• Subcontracting: The Consultant may not subcontract any of the services without the Client's prior written consent. Any subcontractors must comply with all the terms and conditions of this Agreement.

19. Representations and Warranties

Each party represents and warrants that it is duly authorized to enter into this Agreement and compliant with all applicable Massachusetts business and licensing requirements.

20. Business Records and Audit

The Consultant will maintain adequate business records regarding the services performed under this Agreement. The Client reserves the right to audit these records, if appropriate, according to Massachusetts best practices.

21. Notices

All notices under this Agreement must be in writing and delivered by certified mail, electronic delivery with confirmation, or in-person delivery to the addresses listed above.

22. Conflict of Interest

The Consultant will disclose any potential conflicts of interest to the Client.

23. Amendment

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

24. Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Electronic signatures are valid in accordance with the Massachusetts Uniform Electronic Transactions Act (M.G.L. c. 110G).

25. Additional Measures

[Insert any additional industry- or client-specific measures necessary for local regulatory compliance, best practices, or data handling requirements particular to Massachusetts consulting engagements.]

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

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]