Massachusetts design independent contractor agreement template
View and compare the Free version and the Pro version.
Help Center
Need to learn how to convert downloaded contract DOCX files to PDF or add electronic signatures? Please visit our Help Center for detailed guidance.
How Massachusetts design independent contractor agreement Differ from Other States
-
Massachusetts uses a strict 'ABC Test' to determine independent contractor status, which is more rigorous than most other states.
-
State law requires written agreements outlining the scope of work, payment terms, and compliance with labor regulations.
-
Massachusetts imposes severe penalties for misclassifying employees as independent contractors, unlike less stringent enforcement elsewhere.
Frequently Asked Questions (FAQ)
-
Q: Is a written agreement required for independent contractors in Massachusetts?
A: Yes, Massachusetts law recommends a written agreement to clarify the contractor relationship and to comply with legal requirements.
-
Q: What is the 'ABC Test' in Massachusetts?
A: The 'ABC Test' determines contractor status by requiring proof of independence, business operation, and work outside the usual course.
-
Q: Are penalties severe for misclassifying workers in Massachusetts?
A: Yes, penalties can include fines and repayment of wages, making compliance with contractor classification essential.
HTML Code Preview
Massachusetts Design Independent Contractor Agreement
This Massachusetts Design Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between:
[Client Full Legal Name], located at [Client Massachusetts Mailing Address], with phone number [Client Phone Number] and email address [Client Email Address] ("Client"),
and
[Independent Contractor Full Legal Name], located at [Independent Contractor Massachusetts Mailing Address], with phone number [Independent Contractor Phone Number] and email address [Independent Contractor Email Address] ("Contractor").
1. Services
The Contractor agrees to perform the following design services for the Client:
Option A: General Description of Services: [General Description of Design Services]
Option B: Detailed Scope of Work:
Service Type: [Graphic Design, Web Design, Product Design, Interior Design, etc.]
Detailed Scope: [Detailed Description of Design Services]
Required Tools/Software: [List of Required Tools and Software]
Aesthetic Standards: [Description of Aesthetic Standards]
Functional Requirements: [Description of Functional Requirements]
Revision/Approval Process: [Detailed Description of Revision and Approval Process]
Expected Deliverables: [List of Expected Deliverables, Formats, Dimensions, File Types]
Delivery Milestones: [List of Delivery Milestones]
Deadlines: [List of Deadlines]
Reporting Frequency: [Description of Reporting Frequency]
2. Work Location and Resources
Option A: Work Location:
On-site at [Client Address] in Massachusetts
Remote
Hybrid: [Description of Hybrid Work Arrangement]
Option B: Additional Considerations:
Onsite Meeting/Presentation Requirements: [Description of Meeting/Presentation Requirements]
Client-Provided Resources/Access: [List of Client-Provided Resources and Access]
COVID-19 Policies/Workplace Safety Rules: The Contractor agrees to comply with all applicable Client and Massachusetts COVID-19 policies and workplace safety rules.
3. Fees and Payment
The Client agrees to pay the Contractor as follows:
Option A: Payment Structure:
Hourly Rate: [Hourly Rate] per hour.
Per Deliverable: [Rate per Deliverable] per deliverable.
Project-Based: [Fixed Project Fee] for the entire project.
Retainer: [Retainer Fee] per month.
Option B: Payment Details:
Estimated Maximum/Minimum: [Estimated Maximum/Minimum Fees]
Payment Schedule: [Payment Schedule, e.g., 50% upfront, 50% upon completion] (Payment must be rendered to the Contractor within [Number] days of invoice, complying with Massachusetts-mandated wage timing).
Invoicing Requirements: [Description of Invoicing Requirements]
Massachusetts Sales/Use Tax: The Contractor is responsible for all applicable Massachusetts sales/use tax.
Massachusetts Self-Employment Tax: The Contractor is responsible for paying all applicable Massachusetts self-employment taxes.
W-9/Massachusetts Form M-4: Contractor shall provide Client with a completed W-9 form or Massachusetts Form M-4.
Reimbursement of Expenses: Reimbursable expenses include [List of Reimbursable Expenses]. Documentation required: [Description of Required Documentation]. Approval process: [Description of Approval Process].
Late Payment Penalties: Late payments will incur interest at a rate of [Interest Rate]% per month, compliant with Massachusetts regulations.
Banking/Payment Method: [Preferred Payment Method, e.g., Check, ACH Transfer]
4. Intellectual Property Rights
Option A: Ownership:
Work-for-Hire: The work performed by the Contractor under this Agreement shall be considered "work-for-hire" as defined under copyright law, and all intellectual property rights shall vest exclusively in the Client.
Assignment: The Contractor hereby assigns all right, title, and interest in and to the work performed under this Agreement, including all copyrights, to the Client.
Option B: Detailed Provisions:
Moral Rights Waiver: To the extent permitted by law, the Contractor waives all moral rights in the work.
Exceptions: [List of Exceptions, e.g., pre-existing material]
License Back: [Description of any License Back granted to Contractor]
Pre-existing Material: The Contractor retains all rights in pre-existing materials. Newly created works are assigned to the Client.
5. Confidentiality and Non-Disclosure
The Contractor agrees to hold the Client's confidential information in confidence.
Proprietary Information: [Description of Proprietary Information]
Design Drafts: All design drafts are considered confidential.
Client Data: All client data is considered confidential.
NDAs: The Contractor agrees to execute any additional NDAs required by the Client in accordance with Massachusetts law.
Duration: This confidentiality obligation shall continue for [Number] years after termination of this Agreement.
Return/Destruction of Materials: Upon termination, the Contractor shall return or destroy all confidential materials.
6. Data Privacy and Cybersecurity
The Contractor shall comply with all applicable Massachusetts data protection statutes, including 201 CMR 17.00.
Securing Client Data: [Description of measures for securing client data]
Breach Notification Protocol: [Description of Breach Notification Protocol]
7. Independent Contractor Status
The Contractor is an independent contractor and not an employee of the Client.
Massachusetts "ABC" Test: The Contractor meets the requirements of the Massachusetts "ABC" test for independent contractor status, as outlined in Massachusetts General Laws c. 149 s. 148B.
Taxes and Benefits: The Contractor is responsible for all their own taxes, insurance, withholdings, benefits, and compliance with their own licensing or registration requirements, including Sole Proprietor DBA registration in Massachusetts, if applicable.
8. Licenses, Qualifications, and Certifications
The Contractor possesses the following required professional licenses, qualifications, or certifications: [List of Licenses, Qualifications, and Certifications]
9. Liability, Indemnification, and Warranties
Option A: Liability:
Liability Allocation: [Description of Liability Allocation]
Limitation of Liability: The Contractor's liability shall be limited to [Dollar Amount], as permitted by Massachusetts law.
Option B: Detailed Provisions:
Indemnification: The Contractor agrees to indemnify and hold harmless the Client from any claims arising from the Contractor's negligence or breach of this Agreement.
Insurance Requirements: The Contractor shall maintain professional liability insurance and general liability insurance with coverage amounts of [Dollar Amount].
Warranty Period: The Contractor warrants the services for a period of [Number] days from the date of completion. Exclusions: [List of Exclusions].
10. Feedback, Approval, and Revisions
Maximum Hours/Rounds of Design Changes: [Number] hours or rounds of design changes are included.
Client Response Time: The Client shall provide feedback within [Number] days.
Criteria for "Substantial Completion": [Description of Criteria for Substantial Completion]
Change Order Provisions: Changes in project scope require a written Change Order signed by both parties.
11. Subcontracting, Assignment, and Delegation
The Contractor may not subcontract, assign, or delegate any of their obligations under this Agreement without the Client's prior written approval. Vetting standards for sub-design work: [Description of Vetting Standards].
12. Dispute Resolution
Any disputes arising out of this Agreement shall be resolved as follows:
Prioritizing Negotiation and Mediation in Massachusetts.
Venue: [County in Massachusetts]
Applicable Law: Massachusetts law
Choice of Court/Arbitration Forum: [e.g., American Arbitration Association, Boston location]
13. Termination
Contract Expiration: This Agreement shall expire on [Date].
Minimum Notice Period for Early Termination: [Number] days.
Termination for Breach: [Description of Termination for Breach]
Handling of Partially Completed Work: [Description of Payment for Partially Completed Work]
Final Payment: [Description of Final Payment Terms]
Transfer of Work Product: [Description of Transfer of Work Product]
Client Access to Files and User Credentials: [Description of Client Access to Files and User Credentials]
Protection of Client Interests Post-Termination: [Description of measures to protect client interests]
14. Non-Solicitation and Non-Compete
Option A: No Non-Solicitation/Non-Compete
Option B: Non-Solicitation/Non-Compete (subject to Massachusetts law - M.G.L. c. 149 §24L)
Required Consideration: [Description of Consideration]
Geographic Limit: [Description of Geographic Limit]
Temporal Limit: [Description of Temporal Limit]
Mandatory Notice: The Contractor acknowledges receipt of the required notice under M.G.L. c. 149 §24L.
15. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event, including natural disasters and public health emergencies recognized in Massachusetts.
16. Compliance with Laws
The Contractor shall comply with all applicable local, state, and federal laws, including but not limited to anti-discrimination, accessibility (ADA and Massachusetts equivalent), record retention, and business registration.
17. Other Provisions
Entire Agreement: This Agreement constitutes the entire agreement between the parties.
Amendment and Waiver: Any amendment or waiver must be in writing and signed by both parties.
Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Notices: Notices shall be sent by [Method of Notice, e.g., email, certified mail] during Massachusetts business hours.
Signature: Electronic acceptance is allowed in accordance with Massachusetts law.
Insurance: Each party shall maintain adequate business insurance. The Contractor confirms their exemption from Massachusetts Workers’ Compensation coverage under M.G.L c. 152, § 1(4).
____________________________
[Client Full Legal Name]
____________________________
[Independent Contractor Full Legal Name]
