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Massachusetts Independent Contractor Agreement Template

Massachusetts requires nothing of the document, tells you the tax treatment you chose proves nothing, and then runs three different tests on the same engagement.

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Introduction

Massachusetts is the state where this document does the least legal work, and it says so on the face of the statute. Nothing in M.G.L. Chapter 149, Section 148B, Chapter 151A, Section 2, or Chapter 152, Section 1(4) requires an independent contractor agreement to exist, to be signed, to carry any clause, or to include any disclosure. There is no dollar threshold and no prescribed form. Section 148B(b) then removes the evidence most businesses assume they are creating: the failure to withhold federal or state income taxes, or to pay unemployment compensation contributions or workers compensation premiums, shall not be considered in making the determination. Treating a worker as a contractor is not evidence that the worker is one. The Supreme Judicial Court closed the other side of it in Depianti v. Jan-Pro Franchising International, Inc., 465 Mass. 607 (2013), holding that the lack of a contract between the parties does not itself preclude misclassification liability. What Massachusetts does have is a scope clause: Section 148B(a) applies only to Chapter 149 and Chapter 151, so unemployment insurance and workers' compensation are decided by different standards, and one worker can come out differently under each.

Key Things to Know

  1. 1

    Start with the rule that surprises people. M.G.L. Chapter 149, Section 148B(b) provides that the failure to withhold federal or state income taxes, or to pay unemployment compensation contributions or workers compensation premiums, shall not be considered in making the determination. Issuing a 1099 rather than a W-2 is not evidence of contractor status in Massachusetts. Section 148B(c) adds that a worker's own decision to buy sole proprietor workers' compensation coverage under Chapter 152, Section 1(4) also cannot be considered.

  2. 2

    Section 148B(a) presumes employment. An individual performing any service is an employee unless all three prongs hold: the individual is free from control and direction both under the contract for the performance of service and in fact; the service is performed outside the usual course of the business of the employer; and the individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature. In Somers v. Converged Access, Inc., 454 Mass. 582 (2009), the Supreme Judicial Court put the burden on the employer by a preponderance of the evidence and held that failure to prove all three suffices to establish that the individual is an employee.

  3. 3

    Massachusetts has no written contract mandate and no drafting requirement of any kind. No clause, disclosure, type size, notarization, threshold, or retention period appears anywhere in the classification statutes. The document is worth having for scope, price, and ownership of the work, but it is not a compliance item in Massachusetts, and it is not a defense. The Supreme Judicial Court held in Depianti v. Jan-Pro Franchising International, Inc., 465 Mass. 607 (2013), that the lack of a contract between the parties does not itself preclude liability under the independent contractor statute.

  4. 4

    Read the opening words of the statute. Section 148B(a) applies "For the purpose of this chapter and chapter 151," meaning the wage act and the minimum wage and overtime law. It does not by its own terms decide unemployment insurance coverage or workers' compensation coverage. Massachusetts runs three regimes on three standards, and a single engagement is graded three times.

  5. 5

    The unemployment test is materially looser. Chapter 151A, Section 2(b) is disjunctive: the service qualifies if it is performed either outside the usual course of the business or outside of all the places of business of the enterprise. Section 148B(a)(2) has no places of business alternative. A contractor doing in-scope work entirely off site can fail the wage act test and pass the unemployment test on the same facts.

  6. 6

    Workers' compensation is not an ABC test at all. Chapter 152, Section 1(4) defines an employee as every person in the service of another under any contract of hire, express or implied, oral or written, subject to seven enumerated exceptions including commission-only real estate salespersons, direct sellers of consumer products, taxicab lessees, and a person whose employment is not in the usual course of the trade or business of the employer. Those occupational exceptions have no counterpart in Section 148B, which contains no exemption list at all. The only exclusion from Section 148B is judicial: Monell v. Boston Pads, LLC, 471 Mass. 566 (2015), for real estate salespersons licensed under Chapter 112, Section 87RR.

  7. 7

    Getting it wrong in Massachusetts reaches individuals by name. Section 148B(d) makes the entity, the president, the treasurer, and any officer or agent having the management of the corporation liable for violations, with no veil piercing required. Chapter 149, Section 27C carries criminal exposure up to $25,000 or one year for a first willful violation, and an Attorney General civil citation of up to $25,000 per violation. A prevailing employee under Chapter 149, Section 150 shall be awarded treble damages as liquidated damages for lost wages and benefits, plus costs and attorney's fees, on a three year limitations period.

Key decisions before you file

Before you file a Independent Contractor Agreement in Massachusetts, a few decisions shape the document: which option to choose and what each one means. The Independent Contractor Agreement guide walks through them.

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Massachusetts Independent Contractor Agreement

Massachusetts prescribes no clauses for this document. There is no required term, no required disclosure, no threshold, no signature rule, no retention period, and no filing. What follows is the standard agreement with Massachusetts notes placed where the law actually bites, which is on the working relationship rather than on the paper.

1. PARTIES

This Independent Contractor Agreement (the "Agreement") is entered into as of ________________, [YEAR] (the "Effective Date") by and between:

[COMPANY NAME], a [TYPE OF ENTITY] organized and existing under the laws of [STATE], with its principal place of business at [COMPANY ADDRESS] ("Company"); and

[CONTRACTOR NAME], an individual residing at [CONTRACTOR ADDRESS] ("Contractor").

Company and Contractor may be referred to individually as a "Party" and collectively as the "Parties."

Massachusetts note. Unlike the states that legislate the form of the engagement, Massachusetts imposes no mailing address requirement, no duty to hand the contractor a signed copy, and no retention period. Nothing in M.G.L. Chapter 149, Section 148B turns on whether this section is completed at all.

2. SERVICES

Contractor shall perform the following services (the "Services"): [DESCRIPTION OF SERVICES].

Deliverables. Contractor shall deliver: [LIST OF DELIVERABLES].

Means and manner. Contractor shall determine the means, manner, methods, and sequence of performing the Services. Company may specify the results to be achieved and the deadlines for achieving them, but does not direct how the Services are performed.

Place of performance. Contractor shall perform the Services at ______ (Contractor's own premises, remotely, or another agreed location), and is not required to perform the Services at any premises of Company except where the nature of the Services requires it.

Massachusetts note. Place of performance is where the two statutes split. For unemployment insurance, M.G.L. Chapter 151A, Section 2(b) is satisfied where the service is performed "either outside the usual course of the business for which the service is performed or is performed outside of all the places of business of the enterprise for which the service is performed." The wage act version at Chapter 149, Section 148B(a)(2) has no places of business alternative: the service must be performed "outside the usual course of the business of the employer," full stop. Moving the work off site can therefore satisfy the unemployment test while doing nothing at all for the wage act test.

3. STATUS OF THE PARTIES

Relationship. Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Nothing in this Agreement creates an employment relationship.

Contractor representations. Contractor represents that Contractor: (a) is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the Services; (b) offers services to the general public and is free to accept work from other clients; (c) maintains Contractor's own place of business, tools, and equipment as appropriate to the Services; and (d) bears the opportunity for profit and the risk of loss on the Services.

Not exclusive. This Agreement is non-exclusive. Contractor may perform services for others during the Term.

Massachusetts note. These representations record facts and do not decide status. Under Chapter 149, Section 148B(a), an individual performing any service is considered an employee unless the hiring party establishes all three prongs, and in Somers v. Converged Access, Inc., 454 Mass. 582 (2009), the Supreme Judicial Court placed that burden on the employer by a preponderance of the evidence, adding that "the failure of the employer to prove all three suffices to establish that the individual in question is an employee." Note how little of that this section can reach. Prong 1 is the only prong that looks at the contract, and it looks at the contract "and in fact," so a favorable clause is defeated by contrary practice. Prong 2 turns on what Company's usual course of business is and Prong 3 turns on whether Contractor genuinely operates a like business of Contractor's own. No wording in this Agreement touches either.

4. FEES AND PAYMENT

Fee structure. Company shall pay Contractor a fixed fee of $, an hourly rate of $ per hour, or the milestone amounts set out in Schedule A.

Invoicing and payment. Contractor shall invoice Company [FREQUENCY], and Company shall pay each undisputed invoice within [NUMBER] days of receipt.

Massachusetts note. Massachusetts sets no payment deadline for contractor engagements and no ceiling on the terms the parties may agree to. The exposure runs the other way: if the engagement is later found to be employment, the Chapter 149 wage act applies to it from the beginning, and the payment schedule the parties negotiated here is not a defense.

5. TERM AND TERMINATION

Term. This Agreement begins on the Effective Date and continues until ______ or completion of the Services, unless terminated earlier under this Section.

Termination. Either Party may terminate this Agreement on [NUMBER] days written notice to the other Party. Either Party may terminate immediately on written notice if the other Party materially breaches this Agreement and fails to cure within [NUMBER] days after written notice describing the breach.

Effect of termination. On termination, Company shall pay Contractor for all Services performed through the effective date of termination. Contractor shall deliver all work in progress for which Contractor has been paid. Sections 6, 7, 8, and 10 survive termination.

6. OWNERSHIP OF WORK PRODUCT

Assignment. Upon full payment of all amounts due, Contractor assigns to Company all right, title, and interest in the deliverables created specifically for Company under this Agreement, including all copyright and other intellectual property rights in them.

Contractor materials. Contractor retains all right, title, and interest in any tools, methods, templates, know-how, and other materials that Contractor owned before the Effective Date or develops independently of this Agreement. To the extent any such materials are incorporated into a deliverable, Contractor grants Company a non-exclusive, perpetual, royalty-free license to use them as part of that deliverable.

Massachusetts note. Massachusetts attaches no classification consequence to how this section is drafted. Unlike jurisdictions that make specified intellectual property terms a condition of an occupational carve-out, Chapter 149, Section 148B has no carve-outs to condition.

7. CONFIDENTIALITY

Contractor may receive information of Company that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Contractor shall not use Confidential Information except to perform this Agreement and shall not disclose it to any third party without Company's prior written consent.

Confidential Information does not include information that is or becomes public through no fault of Contractor, was known to Contractor without restriction before disclosure, is independently developed without use of Company's Confidential Information, or is rightfully received from a third party without restriction.

8. TAXES AND BENEFITS

Taxes. Contractor is responsible for all federal, state, and local taxes on amounts paid under this Agreement. Company will not withhold income tax, Social Security, or Medicare contributions, and will report payments on IRS Form 1099-NEC where required.

No benefits. Contractor is not eligible for and waives any claim to employee benefits provided by Company, including health insurance, retirement contributions, paid leave, and workers' compensation coverage, except where such coverage is required by law.

Massachusetts note. Everything in this Section is legally inadmissible on the classification question. Chapter 149, Section 148B(b) provides: "The failure to withhold federal or state income taxes or to pay unemployment compensation contributions or workers compensation premiums with respect to an individual's wages shall not be considered in making a determination under this section." Section 148B(c) closes the adjacent gap: an individual's own election to secure workers' compensation insurance as a sole proprietor or partnership under Chapter 152, Section 1(4) "shall not be considered in making a determination under this section" either. Chapter 151A, Section 2 carries its own narrower version of the same rule for unemployment purposes. Issuing the 1099, omitting withholding, and remitting no premiums count for nothing as evidence that Contractor is a contractor. This Section allocates cost between the Parties. It proves nothing.

9. INDEMNIFICATION

Each Party shall indemnify the other against third-party claims arising from the indemnifying Party's breach of this Agreement, negligence, or willful misconduct.

Massachusetts note. An indemnity from Contractor does not move misclassification exposure. Chapter 149, Section 148B(d) provides that "any entity and the president and treasurer of a corporation and any officer or agent having the management of the corporation or entity shall be liable for violations of this section." That liability attaches by office, with no veil piercing required, and it is not something a contract with the worker can shift.

10. GENERAL

Governing law. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules.

Entire agreement. This Agreement, together with its Schedules, is the entire agreement between the Parties on its subject matter and supersedes all prior discussions.

Amendment. This Agreement may be amended only in a writing signed by both Parties.

Assignment. Neither Party may assign this Agreement without the other Party's prior written consent.

Severability. If any provision is held unenforceable, the remainder of this Agreement remains in effect.

Execution. This Agreement is effective when signed by both Parties. Massachusetts requires no notarization, no witnesses, and no filing for an independent contractor engagement.

Counterparts. This Agreement may be executed in counterparts, including by electronic signature.

SIGNATURES

Company: ______________________________ Date: ____________ Print name and title: ______________________________

Contractor: ______________________________ Date: ____________ Print name: ______________________________

What Massachusetts does not require

No written contract, no mandatory clause, no disclosure in larger or bold type, no notarized signature, no dollar threshold, no retention period, no registration. Chapter 149, Section 148B, Chapter 151A, Section 2, and Chapter 152, Section 1(4) are silent on all of it. Section 148B also contains no exemption list of any kind, so there is no set of drafting conditions that moves an engagement out of the test. Massachusetts goes one step further than mere silence: in Depianti v. Jan-Pro Franchising International, Inc., 465 Mass. 607 (2013), the Supreme Judicial Court held that "the lack of a contract between the parties does not itself, without more, preclude liability under the independent contractor statute." The absence of paper is not a shield either.

What Massachusetts requires of the relationship instead

Under Chapter 149, Section 148B(a), an individual performing any service is an employee for purposes of Chapter 149 and Chapter 151 unless all three of the following are established: (1) the individual 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; and (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. All three must hold. Prong 2 is the one most engagements fail, and no clause reaches it.

Which Massachusetts statute is being applied matters

Section 148B(a) is expressly scoped to "this chapter and chapter 151," meaning the wage act and the minimum wage and overtime law. Unemployment insurance runs on the separate and looser test at Chapter 151A, Section 2 administered by the Department of Unemployment Assistance, with its own long exclusion list at Chapter 151A, Section 6. Workers' compensation is not an ABC test at all: Chapter 152, Section 1(4) defines an employee as "every person in the service of another under any contract of hire, express or implied, oral or written," subject to seven enumerated exceptions covering, among others, commission-only real estate salespersons, direct sellers, and taxicab lessees. The same engagement can come out differently under each.

If a second business is involved

Where a staffing agency, franchisor, or other intermediary sits between the worker and the business receiving the services, joint employer status is a separate question and Section 148B does not answer it. In Jinks v. Credico (USA) LLC, 488 Mass. 691 (2021), the Supreme Judicial Court held that the independent contractor statute does not supply the joint employer standard, and borrowed the four factor framework used under the Fair Labor Standards Act: whether the entity had the power to hire and fire, supervised and controlled work schedules or conditions of employment, determined the rate and method of payment, and maintained employment records. Do not run this analysis together with the three prongs above; they answer different questions.

This Massachusetts material is general information, not legal advice. Attorney review is available as an option.

Massachusetts Requirements for Independent Contractor Agreement

Massachusetts Presumes Employment Under Section 148B

M.G.L. Chapter 149, Section 148B(a) provides that an individual performing any service is considered an employee unless all three prongs are established: freedom from control and direction both under the contract for the performance of service and in fact; performance of the service outside the usual course of the business of the employer; and customary engagement in an independently established trade, occupation, profession, or business of the same nature. The prongs are cumulative, and the requirement runs to the relationship rather than to the document.

Massachusetts Places the Burden on the Hiring Party

Somers v. Converged Access, Inc., 454 Mass. 582 (2009), holds that the employer must prove all three Section 148B criteria by a preponderance of the evidence, and that failure to prove all three suffices to establish that the individual is an employee. No contract term shifts this burden.

Massachusetts Excludes Tax and Premium Treatment from the Analysis

M.G.L. Chapter 149, Section 148B(b) provides that the failure to withhold federal or state income taxes, or to pay unemployment compensation contributions or workers compensation premiums, shall not be considered in making the determination. Section 148B(c) adds that a worker's own election to secure sole proprietor workers' compensation coverage under Chapter 152, Section 1(4) also cannot be considered. Issuing a 1099 and omitting premiums is not evidence of contractor status.

Massachusetts Requires No Written Contract and No Drafting Terms

Nothing in M.G.L. Chapter 149, Section 148B, Chapter 151A, Section 2, or Chapter 152, Section 1(4) requires a written independent contractor agreement, prescribes its contents, or conditions contractor status on executing one. Depianti v. Jan-Pro Franchising International, Inc., 465 Mass. 607 (2013), goes further: the lack of a contract between the parties does not itself, without more, preclude liability under the independent contractor statute.

Massachusetts Limits Section 148B to Chapter 149 and Chapter 151

Section 148B(a) applies by its own terms "For the purpose of this chapter and chapter 151," that is, the wage act and the minimum wage and overtime law. It does not decide unemployment insurance or workers' compensation coverage, each of which is governed by its own definition. A classification conclusion reached under one regime does not carry to the others.

Massachusetts Unemployment Insurance Uses a Looser, Disjunctive Test

M.G.L. Chapter 151A, Section 2 applies its own three part test administered by the Department of Unemployment Assistance. Its second prong is disjunctive: the service must be performed either outside the usual course of the business or outside of all the places of business of the enterprise. Chapter 151A, Section 6 adds a lengthy statutory exclusion list. A worker can fail the Section 148B test and satisfy the Chapter 151A test on the same facts.

Massachusetts Workers' Compensation Uses a Contract-of-Hire Definition

M.G.L. Chapter 152, Section 1(4) defines an employee as every person in the service of another under any contract of hire, express or implied, oral or written, subject to seven enumerated exceptions covering seamen in interstate or foreign commerce, professional athletes, commission-only real estate salespersons, direct sellers of consumer products, qualifying taxicab lessees, workers covered by federal law, and persons whose employment is not in the usual course of the employer's trade or business. This is not an ABC test.

Massachusetts Provides No Statutory Exemptions from Section 148B

Section 148B contains no exemption list, no occupational carve-outs, and no business-to-business or professional services exemption. The only exclusion is judicial: Monell v. Boston Pads, LLC, 471 Mass. 566 (2015), holds that Section 148B does not apply to real estate salespersons licensed under and affiliated with a broker pursuant to Chapter 112, Section 87RR. The court expressly declined to state what standard replaces it for those salespersons.

Massachusetts Imposes Personal Liability on Officers

M.G.L. Chapter 149, Section 148B(d) provides that any entity and the president and treasurer of a corporation and any officer or agent having the management of the corporation or entity shall be liable for violations of this section. Liability attaches by office and requires no veil piercing. Chapter 149, Section 27C independently extends criminal exposure to any officer, agent, superintendent, foreman, or employee.

Massachusetts Penalties and Enforcement Channels

M.G.L. Chapter 149, Section 27C sets criminal penalties of up to $25,000 or one year for a first willful violation and up to $50,000 or two years for a subsequent one, with lower figures for non-willful violations, plus debarment from public construction. The Attorney General may instead issue a civil citation of up to $25,000 per violation under Section 27C(b). Chapter 149, Section 150 gives a prevailing employee mandatory treble damages as liquidated damages plus costs and attorney's fees, on a three year limitations period, available 90 days after filing a complaint with the Attorney General. Chapter 152, Section 14(3) adds separate workers' compensation penalties.

Massachusetts Decides Joint Employer Status Under a Separate Standard

Jinks v. Credico (USA) LLC, 488 Mass. 691 (2021), holds that Section 148B does not establish the standard for joint employer status. The Supreme Judicial Court instead borrowed the Fair Labor Standards Act framework: whether the entity had the power to hire and fire, supervised and controlled work schedules or conditions of employment, determined the rate and method of payment, and maintained employment records. Where a staffing agency, franchisor, or other intermediary is involved, this analysis runs alongside, and not in place of, the three prong test.

Frequently Asked Questions

No. There is no writing requirement, no signature requirement, no prescribed clause, no disclosure, no dollar threshold, and no filing or retention duty anywhere in M.G.L. Chapter 149, Section 148B, Chapter 151A, Section 2, or Chapter 152, Section 1(4). Massachusetts has no analogue to the freelance worker contract statutes some other states have enacted. A written agreement is still worth having for scope, payment, and ownership of the work product, but it is a commercial document in Massachusetts rather than a compliance one.

No, and Massachusetts is unusually blunt about it. Chapter 149, Section 148B(b) provides that the failure to withhold federal or state income taxes or to pay unemployment compensation contributions or workers compensation premiums shall not be considered in making the determination. In plain terms, treating a person as a contractor is not evidence that the person is one. Only the first prong of the test looks at the contract at all, and it looks at the contract "and in fact," so favorable wording is defeated by contrary practice. The second and third prongs are purely factual and no drafting reaches them.

Chapter 149, Section 148B(a) provides that an individual performing any service is an employee unless: (1) the individual 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; and (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. The prongs are cumulative. The second is the one most engagements fail, because it asks whether the work is part of what the hiring business actually does.

The hiring party. In Somers v. Converged Access, Inc., 454 Mass. 582 (2009), the Supreme Judicial Court held that an individual who performs services is an employee unless the employer satisfies its burden of proving all three criteria by a preponderance of the evidence, and that the failure of the employer to prove all three suffices to establish that the individual in question is an employee. There is no presumption running the other way and nothing in the contract shifts the burden.

Yes, and this is the most useful thing to understand about Massachusetts. Section 148B(a) is scoped by its own words to Chapter 149 and Chapter 151. Unemployment insurance is decided separately under Chapter 151A, Section 2, whose second prong is disjunctive: the service qualifies if it is performed either outside the usual course of the business or outside of all the places of business of the enterprise. The wage act version has no places of business alternative. A person doing in-scope work entirely off site can therefore fail the wage act test and satisfy the unemployment test on identical facts.

A different one again. Chapter 152, Section 1(4) is not an ABC test. It defines an employee as every person in the service of another under any contract of hire, express or implied, oral or written, and then excepts seven categories, including seamen on vessels in interstate or foreign commerce, professional athletes, commission-only real estate salespersons affiliated with a broker, direct sellers of consumer products, taxicab lessees under a qualifying lease, workers covered by federal law, and a person whose employment is not in the usual course of the trade, business, profession, or occupation of the employer.

Essentially none. Section 148B contains no exemption list, no occupational carve-outs, no business-to-business exemption, and no professional services exemption. This is a sharp contrast with states that pair a strict test with pages of statutory exemptions. The only real exclusion is judicial rather than legislative: in Monell v. Boston Pads, LLC, 471 Mass. 566 (2015), the Supreme Judicial Court held that Section 148B does not apply to real estate salespersons licensed under and affiliated with a broker pursuant to Chapter 112, Section 87RR, because the two statutes could not be harmonized. The court expressly declined to say what test replaces it for those salespersons, so it is not a general purpose professional exemption.

They stack, and they reach individuals. Chapter 149, Section 148B(d) makes the entity, the president, the treasurer, and any officer or agent having the management of the corporation liable, with no showing of fraud or undercapitalization required. Chapter 149, Section 27C sets criminal exposure of up to $25,000 or one year for a first willful violation and up to $50,000 or two years for a subsequent one, with lower figures for non-willful violations, plus debarment from public construction. The Attorney General may issue a civil citation of up to $25,000 per violation instead of prosecuting. Separately, Chapter 149, Section 150 gives a prevailing employee mandatory treble damages as liquidated damages for lost wages and benefits, plus costs and attorney's fees.

Primarily the Attorney General, acting through the Fair Labor Division, which holds both prosecution authority and the civil citation power under Chapter 149, Section 27C(b)(1). Enforcement is split by regime: the Department of Unemployment Assistance administers the Chapter 151A test, and workers' compensation misclassification runs through the Department of Industrial Accidents and the Insurance Fraud Bureau under Chapter 152. Private enforcement runs in parallel. Under Chapter 149, Section 150, a worker may sue 90 days after filing a complaint with the Attorney General, or sooner with written assent, and within three years of the violation.

That is a separate question with a separate answer, and it should not be run together with the three prong test. In Jinks v. Credico (USA) LLC, 488 Mass. 691 (2021), the Supreme Judicial Court held that Section 148B does not supply the standard for joint employer status and borrowed the framework used under the Fair Labor Standards Act: whether the entity had the power to hire and fire the individual, supervised and controlled work schedules or conditions of employment, determined the rate and method of payment, and maintained employment records. A business engaging workers through an intermediary can face both analyses at once.

Write it for the commercial relationship and for the one prong it can influence. Scope, deliverables, fees and invoicing, term, ownership of the work product, and confidentiality all matter regardless of classification. On the classification side, the only prong that considers the contract is the first, so the terms worth attention are the ones that describe genuine freedom from control and direction over how the work is done, including place of performance, hours, sequence, and supervision. Those terms only help where actual practice matches them. For an engagement where the answer is not obvious, review by a Massachusetts attorney is an option worth considering.