Independent Contractor Agreement - Massachusetts

MASSACHUSETTS INDEPENDENT CONTRACTOR SERVICES AGREEMENT

STRICT CLASSIFICATION WARNING: Do not use this Agreement to label an individual an independent contractor unless the actual engagement satisfies every element of each applicable Massachusetts test. The Wage Act and unemployment-insurance tests are similar but not identical.

This Independent Contractor Services Agreement (the “Agreement”) is entered as of [__/__/____] by and between:

The Company and Contractor are each a “Party” and together the “Parties.”

1. SERVICES AND STATEMENTS OF WORK

1.1 Engagement

The Company engages Contractor to provide the services described in one or more signed statements of work (“SOWs”). Contractor accepts the engagement subject to this Agreement.

1.2 Required SOW Terms

Each SOW must identify:

• the services and deliverables;
• objective acceptance criteria;
• project dates and requested deadlines;
• a fixed, milestone, per-project, or per-unit fee;
• invoice and payment dates;
• approved expenses;
• required licenses, insurance, and security controls;
• Company property or system access; and
• the Company's usual course of business and why the Services are outside it.

1.3 Changes

A change to scope, price, or deadline is effective only in a writing signed by both Parties. The Company may define the result, specifications, lawful requirements, and requested deadlines without directing Contractor's day-to-day manner or means of performance.

2. TERM AND WORK OPPORTUNITIES

2.1 Term

This Agreement begins on [__/__/____] and continues until [__/__/____ / completion of all SOWs], unless earlier terminated under Section 12.

2.2 No Guaranteed Work

Unless an SOW states otherwise, the Company is not required to offer a minimum amount of work, and Contractor may accept or reject a proposed assignment without penalty.

3. MASSACHUSETTS CLASSIFICATION REVIEW

3.1 Chapter 149 Wage-Law Test

For purposes of M.G.L. chapters 149 and 151, § 148B presumes that an individual performing services is an employee unless all three conditions are satisfied:

1. the individual is free from control and direction in performing the service, both under the contract and in fact;
2. the service is performed outside the usual course of the Company's business; and
3. the individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the service performed.

The second condition has no alternative based merely on working offsite. The Company must describe its usual course of business and the distinct Services in each SOW.

3.2 Unemployment-Insurance Test

M.G.L. c. 151A, § 2 separately treats an individual's service as employment unless:

1. the individual is and will continue to be free from control and direction under the contract and in fact;
2. the service is performed outside the usual course of the enterprise's business or outside all places of business of the enterprise; and
3. the individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the service.

Satisfying the unemployment test does not establish compliance with § 148B because the second prong differs.

3.3 Workers' Compensation Review

M.G.L. c. 152, § 1(4) broadly defines “employee” for workers' compensation and lists specific exclusions, including a person whose employment is not in the usual course of the employer's trade, business, profession, or occupation. The Parties will obtain a Massachusetts coverage analysis based on the actual Services, workforce, and statutory exclusions before work begins.

3.4 Facts That Do Not Decide Status

Under §§ 148B and 151A, failure to withhold income taxes or pay unemployment or workers' compensation amounts is not used to determine status. A sole proprietor's or partnership's election to purchase workers' compensation coverage also does not decide status. Issuing Form 1099, buying insurance, or signing this Agreement therefore cannot substitute for satisfying the governing test.

3.5 Operational Commitments

The Parties state that, throughout the engagement:

☐ Contractor controls the manner and means of performance, subject to agreed results and lawful requirements.

☐ Company does not provide day-to-day supervision or mandatory training beyond orientation to security, safety, legal, or project specifications.

☐ The Services are outside the Company's usual course of business as explained in Exhibit A.

☐ Contractor already operates an independently established business providing the same nature of services.

☐ Contractor markets services to others and may accept or reject work.

☐ Contractor supplies ordinary tools, workspace, personnel, insurance, and business expenses.

☐ Contractor bears a meaningful opportunity for profit or loss.

☐ The Parties maintain separate business operations and records.

If any statement is inaccurate, do not sign or continue using this form without Massachusetts counsel.

3.6 Reclassification

If an agency or court determines that Contractor or an individual performing Services is an employee for a particular law, the Parties will comply with that determination. Nothing in this Agreement waives wages, benefits, taxes, insurance, remedies, or other rights or obligations that cannot lawfully be waived.

4. COMPENSATION, INVOICES, AND TAXES

4.1 Fees

The Company will pay the fees stated in each SOW. Select a pricing method consistent with the actual independent business:

☐ fixed project price

☐ milestone price

☐ per-unit price

☐ other: [________________________________]

4.2 Invoices and Payment

Contractor will submit an itemized invoice [weekly / monthly / by milestone]. The Company will pay undisputed amounts by [SPECIFIC DATE / ____ DAYS AFTER RECEIPT].

The Company must identify a disputed item in writing within [____] days and pay undisputed portions when due. Classification, tax, or insurance concerns do not authorize withholding undisputed compensation already earned.

4.3 Expenses

Contractor bears ordinary business expenses. The Company will reimburse only expenses expressly approved in the SOW and supported by receipts.

4.4 Taxes and Information Reporting

Contractor is responsible for taxes and filings imposed on Contractor's business and personnel. The Company may report payments and withhold amounts when required by then-current law. The Parties will use current IRS instructions when determining whether and how to file Form 1099-NEC. This allocation does not determine worker status or eliminate liability imposed by law.

5. PERSONNEL AND SUBCONTRACTORS

5.1 Personnel

Contractor chooses, directs, and pays its personnel. Contractor is responsible for their qualifications, compensation, tax treatment, supervision, and compliance with this Agreement.

5.2 Subcontractors

☐ Contractor may use qualified subcontractors without prior consent.

☐ Contractor must obtain the Company's written consent before a subcontractor receives access to Company systems, personal information, or a restricted worksite.

Contractor remains responsible for subcontracted work. Approval does not authorize the Company to direct a subcontractor's day-to-day work or establish that any person is properly classified.

6. INTELLECTUAL PROPERTY

6.1 Background Materials

Each Party retains ownership of materials developed independently of this Agreement and identified in the SOW as background materials.

6.2 Commissioned Works and Assignment

A specially ordered or commissioned work qualifies as a “work made for hire” under 17 U.S.C. § 101 only if it falls within a statutory category and the Parties expressly agree in a signed writing. To the extent a paid deliverable qualifies, the Parties agree it is a work made for hire for the Company.

As a separate fallback, upon full payment for the applicable deliverable, Contractor assigns to the Company all transferable right, title, and interest in that deliverable, excluding identified background and third-party materials.

6.3 Background-Material License

Contractor grants the Company a [perpetual / term-limited], [worldwide], [royalty-free] license to identified background materials embedded in a paid deliverable only to the extent needed to use that deliverable.

6.4 Third-Party Materials

Contractor will identify third-party materials and applicable license terms before delivery. The Company is not required to accept material whose license conflicts with the SOW.

7. CONFIDENTIALITY AND DATA SECURITY

7.1 Confidential Information

“Confidential Information” means nonpublic information disclosed for the engagement that is marked confidential or reasonably understood to be confidential. It excludes information Contractor documents was already known without duty, independently developed, lawfully received without restriction, or publicly available without breach.

7.2 Duties

The receiving Party will:

• use Confidential Information only for this Agreement;
• disclose it only to personnel who need it and are bound to protect it;
• use reasonable safeguards appropriate to its sensitivity; and
• return or destroy it on request, subject to lawful retention and routine backup practices.

7.3 Required Disclosure and Incidents

A Party may disclose information when legally required. When permitted, it will give prompt notice and reasonable cooperation regarding protective relief. Contractor will notify the Company without unreasonable delay after discovering unauthorized access to Company data.

8. LICENSES, INSURANCE, AND PERFORMANCE

8.1 Licenses

Contractor will maintain licenses and permits legally required for the Services and notify the Company promptly of a suspension, restriction, or lapse.

8.2 Negotiated Insurance

During each SOW, Contractor will maintain the selected coverage:

☐ commercial general liability: $[____________]

☐ professional liability / errors and omissions: $[____________]

☐ automobile liability: $[____________]

☐ cyber / privacy liability: $[____________]

☐ workers' compensation or evidence reviewed by Massachusetts counsel that coverage is not required

Insurance documents are evidence of coverage only and do not determine worker status.

8.3 Performance and Acceptance

Contractor will perform professionally, safely, and according to the SOW. The Company will review each deliverable within [____] business days. A rejection must identify the unmet acceptance criterion. Contractor will correct a valid nonconformity within [____] business days or another agreed period.

8.4 Records

Each Party will maintain records reasonably needed to support invoices, classification review, licenses, insurance, security obligations, and tax reporting for [____] years or any longer period required by law.

9. REPRESENTATIONS AND COMPLIANCE

Each Party represents that it has authority to sign this Agreement. Contractor further represents that:

1. performance will not breach another agreement;
2. Contractor will not introduce third-party material without authority and required notices;
3. Contractor will comply with laws specifically applicable to the Services;
4. Contractor is not relying on this Agreement alone to establish independent-contractor status; and
5. information provided in the classification checklist is accurate and will be updated if circumstances change.

This Agreement contains no noncompetition or worker non-solicitation covenant. Any requested restriction must be separately reviewed and drafted by Massachusetts counsel under then-current law.

10. STATUTORY REMEDIES NOTICE

M.G.L. c. 149, § 150 authorizes an individual claiming a § 148B violation to pursue a private action after filing a complaint with the Attorney General and waiting 90 days, or sooner with written assent, subject to the statute's three-year period and tolling rule. A prevailing aggrieved employee is awarded treble damages as liquidated damages for lost wages and other benefits, litigation costs, and reasonable attorney's fees.

No indemnity, liability cap, setoff, forum clause, or other term in this Agreement limits a right or remedy that cannot lawfully be waived.

11. INDEMNITY AND LIMITATION OF LIABILITY

11.1 Contractor Indemnity

Contractor will defend and indemnify the Company from a third-party claim to the extent caused by Contractor's negligence, willful misconduct, breach of confidentiality, or infringement by a deliverable, subject to prompt notice and Contractor's control of the defense.

11.2 Company Indemnity

The Company will defend and indemnify Contractor from a third-party claim to the extent caused by Company materials, Company instructions that Contractor timely identified as unlawful, or the Company's negligence or willful misconduct.

11.3 Classification and Statutory Obligations

Neither Party is indemnified for wages, taxes, penalties, insurance obligations, benefits, or remedies imposed because of that Party's own direction, control, reporting failure, or misrepresentation. No provision shifts the Company's statutory burden under § 148B or waives obligations owed to a worker or government.

11.4 Liability Cap

Except for unpaid fees, fraud, willful misconduct, confidentiality or data-security breach, infringement, indemnity obligations, wage or classification liability, or liability that cannot lawfully be limited, each Party's aggregate liability is limited to [FEES PAID OR PAYABLE UNDER THE AFFECTED SOW / $________].

Neither Party is liable for consequential, incidental, or special damages to the extent the exclusion is enforceable, except for damages payable to a third party under a covered indemnity.

12. TERMINATION

12.1 Convenience

Either Party may terminate an SOW or this Agreement on [____] days' written notice. The Company will pay contracted compensation for completed Services and authorized noncancelable commitments by the applicable due date.

12.2 Cause

A Party may terminate for material breach not cured within [____] days after detailed written notice. No cure period is required for unlawful conduct, deliberate misuse of Confidential Information, or a breach that cannot reasonably be cured.

12.3 Effect

On termination, Contractor will stop work as directed, deliver paid work in progress, return Company property, submit a final invoice, and protect Confidential Information. Sections intended by their nature to survive will remain effective. Termination does not permit withholding compensation or remedies required by law.

13. DISPUTES

13.1 Governing Law

Massachusetts law governs this Agreement, without applying rules that would select another jurisdiction's law.

13.2 Forum

An action relating to this Agreement must be filed in a state or federal court with subject-matter jurisdiction located in [COUNTY], Massachusetts. Each Party consents to personal jurisdiction subject to any nonwaivable venue right, administrative process, or statutory forum.

13.3 No Predispute Arbitration or Jury Waiver

This Agreement contains no arbitration clause and no predispute jury-trial waiver. The Parties may agree to mediation, arbitration, or a lawful waiver after a dispute arises in a separate signed writing identifying the dispute and procedure.

13.4 Equitable Relief

A Party may request temporary or permanent equitable relief when available under applicable law. This provision does not eliminate any required showing, bond, defense, or remedy limitation.

14. GENERAL TERMS

1. Notices. Notices must be in writing and delivered by personal delivery, nationally recognized courier, certified mail, or confirmed email to the addresses stated above.
2. Assignment. Neither Party may assign this Agreement without written consent, except to a successor in a merger or sale of substantially all relevant assets that assumes the Agreement in writing.
3. No authority. Contractor may not incur obligations in the Company's name.
4. No exclusivity. The engagement is nonexclusive.
5. Entire agreement. This Agreement and signed SOWs are the complete agreement on their subject matter.
6. Amendment. An amendment must be in a writing signed by both Parties.
7. Severability. An unenforceable provision will be narrowed only to the extent permitted; the remainder continues in effect.
8. Waiver. Failure to enforce a provision is not a continuing waiver. No waiver applies to a nonwaivable statutory right.
9. Counterparts and electronic signatures. The Parties may sign counterparts and use electronic signatures.
10. Order of precedence. A signed SOW controls over this Agreement only when it identifies the provision being changed.

15. SIGNATURES

EXHIBIT A — STATEMENT OF WORK AND CLASSIFICATION RECORD

Company signature: [________________________________] Date: [__/__/____]

Contractor signature: [________________________________] Date: [__/__/____]

EXHIBIT B — MASSACHUSETTS CLASSIFICATION CHECKLIST

Complete before work begins and update if the facts change.

☐ Contractor is free from control and direction under the contract.

☐ Contractor is free from control and direction in actual performance.

☐ The Services are outside the Company's usual course of business.

☐ Contractor is customarily engaged in an independently established business of the same nature.

☐ Contractor may serve other clients and accept or reject assignments.

☐ Contractor supplies ordinary tools, workspace, personnel, and business expenses.

☐ The Parties separately reviewed the c. 151A unemployment test.

☐ The Parties separately reviewed c. 152 workers' compensation coverage.

☐ The Parties separately reviewed federal tax classification.

Reviewed by Company: [________________________________] Date: [__/__/____]

Reviewed by Contractor: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Massachusetts General Court, M.G.L. c. 149, § 148B: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXI/Chapter149/Section148B
• Massachusetts General Court, M.G.L. c. 149, § 150: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXI/Chapter149/Section150
• Massachusetts General Court, M.G.L. c. 151A, § 2: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXI/Chapter151A/Section2
• Massachusetts General Court, M.G.L. c. 152, § 1: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXI/Chapter152/Section1
• Massachusetts General Court, H.2129 bill history (study order March 5, 2026): https://malegislature.gov/Bills/194/H2129
• U.S. Copyright Office, Circular 30, Works Made for Hire: https://www.copyright.gov/circs/circ30.pdf
• IRS, Independent Contractor Defined: https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-defined
• IRS, Instructions for Forms 1099-MISC and 1099-NEC: https://www.irs.gov/instructions/i1099mec

Massachusetts-specific independent-contractor agreement. Legal and tax review required before use.