Massachusetts IT independent contractor agreement template

Massachusetts IT Independent Contractor Agreement

This Massachusetts IT Independent Contractor Agreement ("Agreement") is made and entered into as of [Date] by and between:

[Client Full Legal Name], located at [Client Address] ("Client"), and

[Contractor Full Legal Name], located at [Contractor Address] ("Contractor").

Statement of Work:

Option A: The Contractor shall perform the following IT services (the "Services") for the Client as described in Exhibit A, attached hereto and incorporated herein, including specific deliverables, quality standards, and acceptance criteria.

Option B: The Services shall include, but not be limited to:

Software development related to [Project Name]

Network administration and maintenance services

Cybersecurity consulting, including [Specific Services]

Systems integration and data migration

Option C: Agile development will be implemented for the project including but not limited to the following.

Daily stand up meetings.

Two week sprint cycles.

Project Milestones and Timelines:

Option A: The project will be completed according to the following milestones:

Milestone 1: [Milestone Description] – Completion Date: [Date]

Milestone 2: [Milestone Description] – Completion Date: [Date]

Option B: The Services shall be provided during the period commencing on [Start Date] and terminating on [End Date].

Option C: Reporting obligations:

Weekly progress reports detailing tasks completed and time spent.

Escalation procedures: Notify the client immediately for any critical issues affecting project timelines or deliverables.

Changes to the project require written approval from both the Client and Contractor.

Work Location:

Option A: The Services shall be performed remotely.

Option B: The Services shall be performed at the Client's premises located at [Client Address].

The Contractor will comply with all Client security protocols.

Option C: A mix of both remote work and on-site work is required.

The Contractor will work on-site [Number] days per week.

The Contractor will use their own equipment (laptop and software), but have access to client system.

Compensation:

Option A: The Client shall compensate the Contractor at an hourly rate of [Dollar Amount] per hour.

Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the Services outlined in Exhibit A.

Payment will be made within 30 days of invoice submission.

Option C: Compensation shall be milestone-based as follows:

Milestone 1 Completion: [Dollar Amount]

Milestone 2 Completion: [Dollar Amount]

The contractor is responsible for all applicable local and state taxes.

Intellectual Property:

Option A: All code, software, data, documentation, and inventions created by the Contractor in connection with the Services shall be the sole and exclusive property of the Client. This is work-for-hire under Massachusetts law.

Option B: The Contractor retains ownership of pre-existing intellectual property.

The Client is granted a non-exclusive license to use such pre-existing IP.

Option C: Open Source Software

The contractor will comply with all licensing requirements for open source libraries.

Data Privacy and Confidentiality:

Option A: The Contractor shall comply with all applicable data privacy laws, including the Massachusetts Data Security Regulations (201 CMR 17.00).

The Contractor shall maintain the confidentiality of all Client data.

Option B: Upon termination, the Contractor shall securely delete all Client data.

Option C: Encryption protocols must be met for all data transmitted.

Independent Contractor Relationship:

The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for their own taxes, insurance, and workers' compensation (unless specifically agreed upon and documented otherwise, which is not implied herein). This Agreement is intended to comply with the "ABC test" under M.G.L. c. 149, §148B.

The contractor maintains an independent business.

The contractor is free from direction and control by the hiring entity.

Obligations:

Option A: Client obligations:

Timely provision of information required by the contractor.

Designated primary contact: [Client Contact Name]

Option B: Contractor obligations:

To act in a professional manner at all times.

Option C: Project Manager is: [Project Manager Name]

Limitation of Liability:

The Contractor's liability for damages shall be limited to the amount of compensation paid by the Client to the Contractor under this Agreement. The Contractor shall maintain [Type of Insurance] insurance with a minimum coverage of [Dollar Amount].

Contractor must fix errors.

The client is indemnified against claims by the actions of the contractor.

Termination:

Option A: This Agreement may be terminated by either party upon [Number] days written notice.

Option B: The Client may terminate this Agreement immediately for cause.

Cause includes but is not limited to a breach of confidentiality.

Option C: Upon termination, the Contractor shall return all Client property.

Dispute Resolution:

Any disputes arising out of or relating to this Agreement shall be resolved through mandatory negotiation in good faith. If negotiation fails, the parties agree to submit to mediation in [City, MA]. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, with exclusive jurisdiction in Massachusetts courts.

The cost of mediation will be split between the client and contractor.

Compliance:

The Contractor shall comply with all applicable Massachusetts labor, business registration, and IT industry regulations.

The contractor shall be responsible for meeting all state specific procurement and sub-contracting standards, as appropriate.

Non-Solicitation, Non-Competition:

During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit any employees or clients of the Client.

The non-competition agreement complies with M.G.L. c. 149, §24L.

The contractor can work for anyone as long as it's not considered a conflict of interest.

Miscellaneous:

Option A: Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by an event beyond its reasonable control.

Option B: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements.

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

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]

By: [Contractor Signature]

Name: [Contractor Printed Name]