INDEPENDENT CONTRACTOR AGREEMENT

(Massachusetts – Comprehensive Template)

[// GUIDANCE: This template is drafted for use by Massachusetts counsel. All bracketed terms must be customized. Delete all guidance comments before execution.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
   3.1 Engagement of Services
   3.2 Performance Standards
   3.3 Payment Terms
   3.4 Conditions Precedent & Subsequent
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

This Independent Contractor Agreement (the “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

1. [COMPANY LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Company”); and
2. [CONTRACTOR LEGAL NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE / individual] having its principal place of business at [ADDRESS] (“Contractor”).

Recitals

A. Company desires to retain Contractor to perform certain services, and Contractor is willing to perform such services as an independent contractor.
B. Contractor represents that it possesses the professional expertise, personnel, and equipment necessary to perform the services in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms may be used in the singular or plural, as the context requires.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – all federal, state, and local statutes, regulations, ordinances, and common-law duties, including without limitation Massachusetts General Laws (“M.G.L.”) and related regulations.
“Deliverables” – all work product, reports, materials, inventions, and other items to be delivered by Contractor pursuant to the Statement of Work.
“Intellectual Property Rights” – all worldwide patent, copyright, trademark, trade secret, and other proprietary rights, including moral rights.
“Services” – the services described in Schedule 1 (Statement of Work), as may be amended from time to time in accordance with Section 9.1.
“Statement of Work” or “SOW” – the document attached hereto as Schedule 1, setting forth the scope, specifications, milestones, and fees for the Services.

III. OPERATIVE PROVISIONS

3.1 Engagement of Services

(a) Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services described in the SOW.
(b) Contractor shall furnish, at its own expense, all labor, materials, equipment, and other resources necessary to perform the Services, unless explicitly stated otherwise in the SOW.

3.2 Performance Standards

(a) Contractor shall perform the Services (i) in a timely, professional, and workman-like manner consistent with industry standards, and (ii) in compliance with Applicable Law.
(b) Time is of the essence with respect to all deadlines specified in the SOW.

3.3 Payment Terms

(a) Fees. Company shall pay Contractor the fees set forth in the SOW, subject to satisfactory completion of the applicable milestones.
(b) Invoices. Contractor shall submit itemized invoices no more frequently than [MONTHLY/BI-WEEKLY]. Each invoice shall reference the SOW, specify Services performed, and include supporting documentation reasonably requested by Company.
(c) Payment Period. Company shall remit undisputed amounts within [NUMBER] calendar days after receipt of invoice.
(d) Withholding & Set-Off. Company may withhold taxes or set-off any undisputed amounts owed by Contractor pursuant to Section 7.2.
(e) Late Charges. Unpaid, undisputed amounts shall accrue interest at [RATE] per month or the maximum rate permitted by law, whichever is less.

3.4 Conditions Precedent & Subsequent

(a) Company’s obligation to pay any invoice is conditioned upon:
   (i) Contractor’s compliance with Section 7 (Taxes; Worker Classification); and
   (ii) Contractor’s maintenance of insurance required under Section 8.
(b) Failure to maintain such compliance constitutes a material breach giving rise to immediate suspension of payments and/or termination under Section 6.2(b).

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations

Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to enter into and perform this Agreement; and
(c) the execution and performance of this Agreement do not violate any other agreement to which it is a party.

4.2 Contractor’s Additional Representations

Contractor further represents and warrants that:
(a) it possesses all licenses, permits, and authorizations necessary to perform the Services;
(b) the Services and Deliverables will not infringe or misappropriate any third-party Intellectual Property Rights; and
(c) the Services will be performed in accordance with Section 3.2.

4.3 Survival

All representations and warranties shall survive for a period of [ONE (1) YEAR] following the later of (i) final delivery of Services, or (ii) termination of this Agreement.

V. COVENANTS & RESTRICTIONS

5.1 Compliance Covenant

Contractor shall comply with all Applicable Law, including but not limited to:
(a) M.G.L. ch. 149, § 148B (the “Massachusetts Independent Contractor Law”);
(b) the Massachusetts Wage Act, M.G.L. ch. 149, §§ 148–150; and
(c) any obligations relating to data privacy and security.

5.2 Confidentiality

(a) Contractor shall keep confidential all non-public information disclosed by Company (“Confidential Information”) and use such information solely for performance of the Services.
(b) The obligations in this Section survive for [FIVE (5) YEARS] after termination, or indefinitely with respect to trade secrets.

5.3 Intellectual Property

(a) Work-Made-for-Hire & Assignment. To the fullest extent permitted by law, the Deliverables shall constitute “work made for hire” for Company. To the extent any Deliverable does not qualify, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to such Deliverable and related Intellectual Property Rights.
(b) License Back. Company grants Contractor a non-exclusive, royalty-free license to use the Deliverables solely to the extent necessary to perform ongoing obligations under this Agreement.

5.4 Non-Solicitation

During the Term and for [TWELVE (12)] months thereafter, Contractor shall not, without Company’s prior written consent, solicit or hire any employee of Company with whom Contractor had material contact in connection with the Services.

[// GUIDANCE: For broader restrictions (e.g., non-competition), Massachusetts counsel must comply with M.G.L. ch. 149, § 24L.]

5.5 Notice & Cure

Contractor shall promptly notify Company in writing of any event or circumstance that would reasonably be expected to cause a breach of this Agreement and shall use commercially reasonable efforts to cure within [10] days.

VI. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute “Events of Default”:
(a) material breach by a Party of any provision of this Agreement, which breach is not cured within the cure period specified in Section 5.5;
(b) Contractor’s failure to maintain insurance as required under Section 8;
(c) insolvency, bankruptcy, or assignment for the benefit of creditors of a Party; or
(d) misclassification of Contractor under Applicable Law as determined by a final, non-appealable order of a court or governmental authority.

6.2 Remedies

(a) Upon an Event of Default, the non-defaulting Party may terminate this Agreement immediately upon written notice and pursue all remedies at law or in equity, including specific performance and injunctive relief.
(b) Company may withhold any payments due to Contractor until the Event of Default is cured.
(c) The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Taxes; Worker Classification

(a) Independent Contractor Status. The Parties acknowledge and intend that Contractor is an independent contractor, not an employee, for all purposes, including the Massachusetts Independent Contractor Law, M.G.L. ch. 149, § 148B, and the Internal Revenue Code.
   (i) Contractor shall have exclusive control over the manner and means of performing the Services.
   (ii) The Services are outside the usual course of Company’s business [DESCRIBE BUSINESS].
   (iii) Contractor is customarily engaged in an independently established trade of providing services similar to the Services.

(b) Tax Obligations.
   (i) Contractor shall be solely responsible for all federal, state, and local taxes arising from payments made under this Agreement, including income, self-employment, and payroll taxes.
   (ii) Company will issue an IRS Form 1099-NEC or other applicable tax reporting form for all amounts paid.
   (iii) Contractor shall indemnify Company against any liability or expense (including interest, penalties, and reasonable attorneys’ fees) arising from Contractor’s failure to pay such taxes.

7.2 Insurance Requirements

Contractor shall, at its own expense, procure and maintain throughout the Term:
(a) Commercial General Liability Insurance with limits of not less than $[1,000,000] per occurrence and $[2,000,000] aggregate;
(b) Professional Liability (Errors & Omissions) Insurance with limits of not less than $[1,000,000] per claim (if Services are professional in nature);
(c) Automobile Liability Insurance with limits of $[1,000,000] combined single limit (if vehicles are used in performance of the Services); and
(d) Workers’ Compensation Insurance as required by Massachusetts law for Contractor’s employees (if any).

Certificates of insurance evidencing the foregoing coverage shall be delivered to Company prior to commencement of Services and upon each renewal.

7.3 Indemnification

Contractor shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Indemnitees”) from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Contractor’s breach of this Agreement;
(b) Contractor’s negligence, willful misconduct, or violation of Applicable Law;
(c) claims that any Deliverable infringes a third party’s Intellectual Property Rights; or
(d) any assertion by a governmental authority or third party that Contractor, or any of its personnel, is or was an employee of Company.

7.4 Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM (i) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (ii) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS, OR (iii) A BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY PROVISIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED [TWO (2) TIMES] THE TOTAL FEES PAID OR PAYABLE BY COMPANY HEREUNDER DURING THE [TWELVE (12)]-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, SUBJECT TO ANY NON-WAIVABLE STATUTORY LIMITATIONS IMPOSED BY MASSACHUSETTS LAW.

7.5 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, epidemics, or governmental restrictions, provided that the affected Party (i) promptly notifies the other Party, and (ii) uses commercially reasonable efforts to resume performance.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflicts-of-law provisions.

8.2 Forum Selection & Jurisdiction

Subject to Section 8.3 (Arbitration), the state and federal courts located in Suffolk County, Massachusetts shall have exclusive jurisdiction over any action arising out of this Agreement, and each Party irrevocably submits to the personal jurisdiction of such courts.

8.3 Arbitration (Optional)

[ARBITRATION OPTION: If the Parties elect arbitration, replace Section 8.2 with the following clause.]

Any controversy or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in Boston, Massachusetts, in accordance with its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.

8.4 Jury Trial Waiver (if enforceable)

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.

[// GUIDANCE: Massachusetts generally enforces contractual jury waivers if knowingly and voluntarily agreed. Counsel should confirm enforceability in the specific context.]

8.5 Injunctive Relief

Each Party acknowledges that a breach of Sections 5.2 (Confidentiality) or 5.3 (Intellectual Property) may result in irreparable harm for which monetary damages would be inadequate. Accordingly, the non-breaching Party shall be entitled to seek immediate injunctive relief (temporary, preliminary, or permanent) in any court of competent jurisdiction, without the necessity of posting bond.

IX. GENERAL PROVISIONS

9.1 Amendments & Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.

9.2 Assignment

Contractor may not assign or delegate its rights or obligations under this Agreement without the prior written consent of Company, except to a successor in connection with a merger or sale of substantially all of Contractor’s assets. Any purported assignment in violation of this Section is null and void.

9.3 Successors & Assigns

Subject to Section 9.2, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

9.4 Severability

If any provision of this Agreement is held invalid or unenforceable, such provision shall be limited or, if necessary, severed to the extent required to render the Agreement valid and enforceable, and the remaining provisions shall continue in full force and effect.

9.5 Integration

This Agreement, together with the Schedules and any written amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, proposals, and communications, whether oral or written.

9.6 Counterparts & Electronic Signatures

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together constitute one instrument. Execution and delivery of this Agreement by electronic means (including via PDF and verified e-signature platforms) shall have the same legal effect as delivery of an original.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Independent Contractor Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: Notarization is not generally required for Massachusetts independent contractor agreements, but counsel should confirm based on transaction-specific circumstances.]

Schedule 1 – Statement of Work

[INSERT DETAILED DESCRIPTION OF SERVICES, DELIVERABLES, MILESTONES, ACCEPTANCE CRITERIA, FEE SCHEDULE, AND EXPENSE POLICY.]

[// GUIDANCE:
1. Confirm that the Parties’ business relationship satisfies all three prongs of M.G.L. ch. 149, § 148B to mitigate misclassification risk.
2. Verify insurance limits align with industry standards and Company risk tolerance.
3. Review limitation-of-liability caps to ensure compliance with any non-waivable statutory minimums in Massachusetts.
4. If the Agreement will cover consumer data or personal information, incorporate a data security addendum compliant with M.G.L. ch. 93H.
5. Retain executed copies for at least four (4) years to defend against potential wage-and-hour audits.]