Massachusetts independent contractor agreement template

Massachusetts Independent Contractor Agreement

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

[Client/Hiring Entity Name], with a principal place of business at [Client/Hiring Entity Address], and Federal Tax ID Number/Social Security Number: [Client/Hiring Entity Tax ID] (hereinafter referred to as “Client”),

and

[Independent Contractor Name], residing at [Independent Contractor Address], and Federal Tax ID Number/Social Security Number: [Independent Contractor Tax ID] (hereinafter referred to as “Contractor”).

Scope of Work/Services

• Option A: One-Time Project
  • Contractor shall perform the following services (the “Services”): [Detailed Description of Project].
• Option B: Ongoing Services
  • Contractor shall provide the following services on an ongoing basis: [Detailed Description of Services].
• Option C: Consulting
  • Contractor shall provide consulting services in the area of [Area of Expertise].

Project Definition: The specific Services to be performed are defined as follows: [Detailed Specification of Deliverables].

Deliverables: Contractor shall deliver the following tangible or intangible results: [List of Deliverables].

Timeline: The Services shall be completed by [Completion Date]. Milestones include: [List of Milestones and Dates].

Location:

• Option A: Onsite at [Client Location].
• Option B: Remote.
• Option C: Hybrid (Specify details: [Details of Onsite/Remote Mix]).

Quality/Performance Standards: All Services shall be performed in a professional and workmanlike manner, meeting the following standards: [Specific Standards].

Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client.

Contractor shall not be entitled to any employee benefits, including, but not limited to, health insurance, retirement plans, paid time off, or workers’ compensation.

Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, social security, Medicare, and unemployment insurance, arising from payments made to Contractor under this Agreement.

This Agreement is intended to comply with the Massachusetts ABC test for independent contractor classification. Contractor meets the following criteria:

• Contractor is free from the control and direction of the Client in connection with the performance of the services, both under this Agreement and in fact, except as to the result to be accomplished.
• The service is performed outside the usual course of the Client's business.
• 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. Contractor bears the risk of profit or loss.

Term and Termination

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and continue until [End Date].
• Option B: Open-Ended
  • This Agreement shall commence on [Start Date] and continue until terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice thereof.

Termination for Convenience: Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.

Automatic Renewal:

• Option A: This agreement will automatically renew for subsequent terms of [Length of Term] unless either party provides written notice of termination [Number] days prior to the end of the then-current term.
• Option B: No automatic renewal.

Obligations Upon Termination: Upon termination of this Agreement, Contractor shall:

• Return all Client property in Contractor's possession or control.
• Complete any work in progress, if directed by Client.
• Provide Client with a final invoice for Services rendered.

Compensation and Payment Terms

Rate of Pay:

• Option A: Hourly rate of [Hourly Rate].
• Option B: Flat fee of [Flat Fee Amount].
• Option C: Per project fee of [Per Project Fee].
• Option D: Commission-based (Specify details: [Commission Structure]).

Invoicing Procedures: Contractor shall submit invoices to Client on a [Frequency, e.g., bi-weekly] basis. Invoices shall include a detailed description of the Services performed, the dates of service, and the total amount due.

Payment Schedule: Client shall pay Contractor within [Number] days of receipt of a valid invoice.

Expense Reimbursement:

• Option A: Contractor shall not be reimbursed for any expenses.
• Option B: Client shall reimburse Contractor for pre-approved reasonable expenses incurred in connection with the Services, subject to Client's expense reimbursement policy. Documentation must be provided.

Late Payment Penalty: Payments not made within [Number] days of the due date shall accrue interest at a rate of [Interest Rate] per month.

Incentives for Early Completion: If Contractor completes the project by [Date], Contractor will receive a bonus of [Bonus Amount].

Intellectual Property Ownership

• Option A: Work Made for Hire: All work product created by Contractor under this Agreement shall be considered “work made for hire” as defined under United States copyright law, and Client shall own all right, title, and interest in and to such work product, including all copyrights.
• Option B: Negotiated Agreement: Intellectual property rights shall be allocated as follows: [Detailed Description of Ownership and Usage Rights].

Assignment of Inventions: Contractor hereby assigns to Client all right, title, and interest in and to any inventions, discoveries, or improvements conceived or made by Contractor in connection with the Services.

Licensing Rights: If the work product is not considered "work made for hire", Contractor grants Client a [Type of License, e.g., perpetual, irrevocable] license to use, reproduce, modify, and distribute the work product.

Confidentiality

Contractor shall not disclose any confidential or proprietary information of Client to any third party without Client's prior written consent.

Confidential information includes, but is not limited to, Client's trade secrets, customer lists, financial information, business plans, and marketing strategies.

Exclusions: The obligations of confidentiality shall not apply to information that is:

• Publicly available.
• Already known to Contractor at the time of disclosure.
• Independently developed by Contractor.

Duration of Confidentiality: The obligations of confidentiality under this Agreement shall continue for [Number] years after the termination of this Agreement.

Non-Solicitation/Non-Compete

• Option A: Remove Non-Solicitation/Non-Compete Clauses. (Recommended given Massachusetts' strict legal requirements and enforcement limitations).
• Option B: Non-Solicitation (If Included): Contractor shall not, during the term of this Agreement and for a period of [Number] months after termination, solicit or attempt to solicit any of Client's employees, customers, or vendors.
• Option C: Non-Compete (If Included, use with extreme caution and legal consultation): During the term of this Agreement and for a period of [Number] months after termination, within a radius of [Number] miles of [Client's Location], Contractor shall not engage in any business that is competitive with Client's business. This clause should be narrowly tailored to protect legitimate business interests in compliance with Massachusetts law. Specify restricted activities: [Detailed Description of Restricted Activities].
  • Important Note: Massachusetts law places significant restrictions on the enforceability of non-compete agreements. This provision should be reviewed and revised with legal counsel to ensure compliance with current Massachusetts statutes and case law. Consider whether this clause is necessary, given the legal hurdles to enforcement.

Representations and Warranties

Contractor represents and warrants that:

• Contractor is legally authorized to work in the United States.
• Contractor has the necessary skills, experience, and qualifications to perform the Services.
• Contractor shall comply with all applicable laws and regulations.
• The Services shall be performed in a professional and workmanlike manner.
• The work product created by Contractor shall be original and shall not infringe upon the intellectual property rights of any third party.

Client represents and warrants that:

• Client has the right to enter into this agreement.

Dispute Resolution

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

Venue:

• Option A: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Massachusetts].
• Option B: Any legal action arising out of or relating to this Agreement shall be brought in [Other Jurisdiction].

Mediation: Prior to initiating any legal action, the parties shall attempt to resolve any dispute through mediation.

Arbitration:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
• Option B: Arbitration is not required.

Insurance

Contractor shall maintain the following insurance coverage:

• General Liability Insurance: [Amount] per occurrence.
• Professional Liability Insurance: [Amount] per claim.

Workers' Compensation Insurance:

• Option A: Contractor is solely responsible for workers' compensation coverage, if required, as Contractor is not an employee of the client and has its own business.
• Option B: Contractor confirms they are not required to carry workers' compensation insurance under Massachusetts law because: [Reason, e.g., no employees, independent business].
• Important Note: Massachusetts law may require certain independent contractors to carry workers' compensation insurance. Contractor is responsible for determining their obligations under Massachusetts law.

Contractor shall provide Client with proof of insurance coverage upon request.

Indemnification and Limitation of Liability

Indemnification: Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Contractor's performance of the Services, except to the extent caused by Client's negligence or willful misconduct. Client shall indemnify and hold harmless Contractor from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Client's actions, except to the extent caused by Contractor's negligence or willful misconduct.

Limitation of Liability:

• Option A: Neither party shall be liable to the other for any indirect, incidental, consequential, or punitive damages.
• Option B: Client’s liability under this agreement is capped at the total amount paid to contractor.
• Option C: Contractor’s liability under this agreement is capped at [Dollar Amount].

Relationship of the Parties

It is expressly understood and agreed that Contractor is acting as an independent contractor. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between the parties.

Contractor controls the means and manner of performing the Services.

Client may only control the result of the work.

Contractor is engaged in an independently established trade or business of the same nature as the service performed.

Contractor bears the risk of profit or loss associated with the performance of the services.

Assignment and Delegation

• Option A: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.
• Option B: Client may assign this agreement to a successor entity.

Notices

All notices under this Agreement shall be in writing and shall be deemed to be given when:

• Delivered personally.
• Sent by certified mail, return receipt requested.
• Sent by overnight courier.

Notices to Client shall be sent to: [Client/Hiring Entity Address].

Notices to Contractor shall be sent to: [Independent Contractor Address].

Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, Massachusetts labor laws, wage laws, tax laws, and insurance laws.

Contractor acknowledges that Client is relying on Contractor’s compliance with all applicable laws and regulations.

Signatures

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

[Client/Hiring Entity Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Independent Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Optional Clauses

• Background Checks:
  • Option A: Client reserves the right to conduct a background check on Contractor.
• Contractor's Assistants/Subcontractors:
  • Option A: Contractor may use assistants or subcontractors, but Contractor remains fully responsible for their work. All subcontractors must be qualified and abide by the terms of this agreement.
• Non-Interference:
  • Option A: Contractor agrees not to interfere with Client's business operations.
• Conflict of Interest Disclosures:
  • Option A: Contractor discloses the following potential conflicts of interest: [List of Conflicts].
• Equal Opportunity/Anti-Discrimination:
  • Option A: Client and Contractor agree to comply with all applicable equal opportunity and anti-discrimination laws.
• Data Privacy:
  • Option A: Contractor shall comply with all applicable data privacy laws and Client’s data privacy policies.
• Records Inspection/Audit Rights:
  • Option A: Client reserves the right to inspect Contractor’s records related to the Services.
• Force Majeure:
  • Option A: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by an event beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, natural disasters, labor disputes, or governmental regulations.