An independent contractor agreement—also known as a 1099 agreement or freelance contract—is a contract between a client willing to pay for the performance of services by a contractor (person, sole-proprietor, or single-member LLC) who is willing to perform the services. Under the Internal Revenue Code (26 U.S.C. §3509), an independent contractor is not an employee, and the client hiring an independent contractor is not responsible for tax withholdings and payment of FICA taxes. An independent contractor agreement should be in writing, and will usually address issues such as the (1) scope of the work (description of the services); (2) terms and length of the project or service; (3) payment details, including fee deposits and billing procedure; and (4) confidentiality, non-solicitation, and dispute resolution clauses.

In Massachusetts, an independent contractor agreement is a legal document that outlines the terms of service between a client and a contractor who is not considered an employee. This distinction is important for tax purposes, as outlined in the Internal Revenue Code (26 U.S.C. §3509), which indicates that clients are not responsible for withholding taxes or paying FICA taxes for independent contractors. In Massachusetts, the classification of an individual as an independent contractor is subject to a strict three-part test under the Massachusetts Independent Contractor Law (M.G.L. c. 149, § 148B). This test presumes that an individual is an employee unless the hiring entity can prove that: (1) the individual is free from control and direction in connection with the performance of the service; (2) the service is performed outside the usual course of the business of the employer; and (3) the individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as that involved in the service performed. A written independent contractor agreement in Massachusetts typically includes the scope of work, project duration, payment terms, and clauses related to confidentiality, non-solicitation, and dispute resolution.