Massachusetts service contract template

Massachusetts Service Contract

1. Basic Information

• Agreement Name: [Contract Name]
• Effective Date: [Date]
• Service Provider:
  • Name: [Provider Name]
  • Legal Address: [Provider Address]
  • Contact Person: [Provider Contact Person]
  • Email: [Provider Email]
  • Phone: [Provider Phone]
• Client:
  • Name: [Client Name]
  • Legal Address: [Client Address]
  • Contact Person: [Client Contact Person]
  • Email: [Client Email]
  • Phone: [Client Phone]

2. Scope of Services

• Detailed Description of Services: [Detailed Description]
• Deliverables: [List of Deliverables]
• Milestones: [Milestone List with Dates]
• Deadlines: [Specific Deadlines for Each Deliverable/Milestone]
• Service Levels: [Service Level Agreements (SLAs) – Response Times, Uptime, etc.]
• Quality Standards: [Acceptable Quality Criteria for Deliverables]
• Restrictions or Exclusions: [Services Not Included]

3. Location of Service Provision

• Option A: Onsite at [Client Premises Address]
• Option B: Remote
• Option C: At [Service Provider Premises Address]
• Option D: Other Location: [Specify Other Location]

4. Contract Duration

• Start Date: [Start Date]
• Option A: Fixed-Term Contract
  • End Date: [End Date]
  • Renewal Terms: [Conditions for Renewal]
• Option B: Ongoing (Open-Ended) Contract
  • Termination Clause Below Applies. *(Remove Fixed-Term clauses if this option is selected)*

5. Fees and Payment Terms

• Type of Payment:
  • Option A: Fixed Fee: [Total Fixed Fee Amount]
  • Option B: Hourly Rate: [Hourly Rate]
  • Option C: Retainer: [Retainer Amount]
  • Option D: Milestone-Based: [Payment Schedule for Each Milestone]
  • Option E: Performance-Based: [Payment Based on Specific Performance Metrics]
• Billing Cycle: [Monthly, Quarterly, etc.]
• Invoicing Procedures: [How Invoices Will Be Submitted]
• Payment Methods: [Accepted Payment Methods – Check, ACH, Credit Card]
• Due Dates: [Number] days from invoice date.
• Late Payment Penalties: [Percentage]% per month.
• Reimbursement for Expenses: [Specify Reimbursable Expenses and Process]
• Taxes and Withholdings: Client is responsible for all applicable taxes unless otherwise specified.
• Option A: Deposit or Advance Payment: [Deposit Amount], due upon signing of contract.

6. Client Duties and Obligations

• Provision of Information or Resources: [Specify Information and Resources]
• Approvals: [Specify Approval Process and Timelines]
• Cooperation: Client agrees to cooperate reasonably with Provider.
• Timely Feedback: Client agrees to provide timely feedback on deliverables.

7. Service Provider Duties and Obligations

• Performance in Accordance with Industry Standards.
• Compliance with all Relevant Laws and Regulations (Federal, State, and Local).
• Staff Assignments: [Specify Staff or Team Responsible]
• Option A: Background Checks: All personnel assigned to this project will undergo background checks.
• Insurance Requirements: See Section [Insurance Section Number].

8. Service Acceptance Criteria

• Inspection and Acceptance Procedure: [Detailed Procedure for Client Review and Acceptance]
• Rejection of Deliverables: [Procedure for Rejection and Notification]
• Conditions for Re-performance or Corrections: [Timeframe for Correction or Re-performance]

9. Warranties and Liability

• Performance Warranties and Guarantees: [Specify Warranties]
• Disclaimer or Limitation of Liability: To the extent permitted by Massachusetts law, Provider’s liability is limited to [Dollar Amount or Description of Limitation].
• Option A: Mutual Indemnification: Each party agrees to indemnify and hold harmless the other party from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to its breach of this Agreement or its negligence or willful misconduct.
• Option B: Indemnification by Provider: Provider agrees to indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Provider’s breach of this Agreement, its negligence, or its willful misconduct.
• Third-Party Claims: [Specify Process for Handling Third-Party Claims]
• Insurance Requirements: See Section [Insurance Section Number].

10. Intellectual Property Rights

• Ownership of Work Product:
  • Option A: Client Ownership: All work product created under this agreement shall be owned exclusively by the Client.
  • Option B: Provider Ownership: Provider retains ownership of all work product, but grants client a [Type of License] license to use the work product.
• Assignment of Intellectual Property: [Specify Details of IP Assignment]
• Licenses Granted or Withheld: [Specify Any Licenses Granted to the Provider or Client]
• Use of Pre-Existing Materials: [Rights to Pre-existing Materials]
  • *Delete the option that does not apply.*

11. Confidentiality and Non-Disclosure

• Duration: [Specify Length of Confidentiality Obligation – e.g., Indefinite, 5 Years]
• Obligations During and After Contract: [Specific Obligations Regarding Confidential Information]
• Permitted Disclosures: [Specify Exceptions to Confidentiality]
• Information Handling Requirements: [How Confidential Information Must Be Handled]
• Remedy for Breaches: [Injunctive Relief, Damages, etc.]
• Scope of Protected Information: [Definition of Confidential Information]
• Option A: Use Client Confidentiality Template. *The client's existing confidentiality agreement will be used.*
• Option B: Use Provider Confidentiality Template. *The provider's existing confidentiality agreement will be used.*
• Option C: Mutual Confidentiality Template. *The confidentiality terms of this agreement will prevail.*
  • *Delete the option that does not apply.*

12. Data Privacy and Security

• Compliance with Federal and Massachusetts Laws, including Massachusetts regulations on the protection of personal information, 201 CMR 17.00.
• Obligations Regarding Personally Identifiable Information (PII): [Specify Obligations]
• Breach Notification: [Procedure for Notifying Client of Data Breaches]
• Technical Safeguards: [Technical Measures to Protect Data]

13. Non-Competition, Non-Solicitation, and Non-Disparagement

• *Note: Massachusetts law restricts the use of non-compete agreements.*
• Option A: Non-Competition Clause: [Specify Restrictions, Time, and Geographic Scope – Must include “garden leave” or other consideration per Massachusetts law if required]
• Option B: Non-Solicitation Clause: [Specify Restrictions on Soliciting Employees or Clients]
• Option C: Non-Disparagement Clause: Neither party shall disparage the other.
• Option D: No Non-Competition, Non-Solicitation, or Non-Disparagement Clause. *(Remove Options A, B, and C if this option is selected)*

14. Termination

• Termination for Convenience: [Notice Period Required]
• Termination for Cause:
  • Material Breach: [Definition of Material Breach]
  • Insolvency: [Definition of Insolvency]
  • Failure to Perform: [Specify Performance Standards]
  • Cure Period: [Number of Days] days to cure a breach.
• Notice Requirements: [Written Notice Required]
• Rights and Obligations Upon Termination: [Return of Property, Payment for Services Rendered]
• Survival of Key Provisions: [Confidentiality, Intellectual Property, Indemnification]

15. Representations and Warranties

• Authority to Contract.
• Ability to Perform.
• Compliance with Law.
• Accuracy of Information.

16. Force Majeure

• Definition of Force Majeure Event: [Acts of God, War, Terrorism, etc.]
• Effect on Performance: [Excused Performance During Force Majeure Event]

17. Dispute Resolution

• Required Good Faith Negotiation.
• Option A: Mediation: [Specify Mediation Process]
• Option B: Arbitration: [Specify Arbitration Process]
• Option C: Litigation.
• Governing Law: Massachusetts
• Venue and Forum: [Middlesex County, Massachusetts]
  • *Select only one of A, B, or C; delete the other two options.*

18. Modification and Amendment

Any modification or amendment must be in writing and signed by both parties.

19. Assignment and Subcontracting

No assignment or subcontracting without prior written consent of the other party.

20. Independent Contractor Status

It is the express intention of the parties that Provider is an independent contractor. This Agreement shall not be construed to create an employer-employee relationship.

• Option A: Additional Clarifying Statement. To avoid misclassification under the Massachusetts "ABC Test" for independent contractors, it is understood that: (A) the Provider is free from control and direction in connection with the performance of the service, both under the contract for the performance of service and in fact; (B) the service is performed outside the usual course of the business of the employer; and (C) the Provider is customarily engaged in an independently established trade, occupation, profession or business of the same nature as that involved in the service performed.

21. Compliance with Laws

Both parties shall comply with all applicable laws and regulations.

• Option A: [Industry-Specific Compliance] - For this agreement, the service provider must comply with [cite specific Massachusetts regulation/statute].

22. Record-Keeping and Audit Rights

• Duration: [Length of Time]
• Scope: [Scope of Audit]
• Access Procedures: [Procedures for Conducting Audit]

23. Work Product Delivery and Acceptance

• Delivery Method: [Digital, Physical]
• Acceptance Criteria: [Specific Acceptance Criteria]
• Partial vs. Full Acceptance: [Procedure for Partial Acceptance]

24. Insurance

• General Liability Insurance: [Minimum Coverage Amount]
• Professional Liability Insurance: [Minimum Coverage Amount]
• Workers' Compensation Insurance: As required by Massachusetts law.
• Client may request certificates of insurance.
• Option A: Waiver of Specific Insurance Requirement. *(Specify which requirement is being waived).*

25. Notice

• Method: [Mail, Email, Hand Delivery]
• Address for Notices: [Provider and Client Addresses]
• Deemed Receipt Timelines: [Number of Days]
• Requirement for Notice of Dispute or Default: [Specific Requirements]

26. Entire Agreement

This Agreement constitutes the entire agreement between the parties.

27. Severability

If any provision is held invalid, the remaining provisions shall remain in effect.

28. Waiver and Cumulative Remedies

No waiver of any provision shall be effective unless in writing.

29. Counterparts and Electronic Signatures

This Agreement may be executed in multiple counterparts and via electronic means.

30. Successors and Assigns

This Agreement shall be binding upon the parties and their legal successors.

31. Massachusetts-Specific Clauses (Select as Applicable)

• Option A: Compliance with Massachusetts Wage and Hour Laws (if relevant).
• Option B: Requirements for Written Notice Under the Massachusetts Independent Contractor Law (if relevant).
• Option C: Specific Anti-Discrimination and Equal Opportunity Requirements in Accordance with Massachusetts law (referencing M.G.L. c. 151B if needed).
• Option D: Compliance with Massachusetts Paid Family and Medical Leave (PFML) if the contract covers individuals classified as employees.
• Option E: Mandates for Payment of Prevailing Wage for Public Contracts (if applicable).
  • *Delete the options that do not apply.*

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Provider Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]