Independent Contractor Agreement Template
Engage someone as a contractor, not an employee, and prove it. Sets scope, payment, ownership of the work, and the independence facts that keep you on the right side of misclassification rules.
INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made on between , of ("Client"), and , of ("Contractor"). 1. ENGAGEMENT. Client engages Contractor to provide the following services: (the "Services"). 2. INDEPENDENT CONTRACTOR STATUS. Contractor is an independent contractor, not an employee, partner, or agent of Client. Contractor: (a) controls the manner and means of performing the Services; (b) sets their own hours, subject to agreed deadlines; (c) supplies their own equipment; (d) may work for other clients; and (e) may subcontract with Client's written consent. 3. TERM. This Agreement runs from until , unless terminated earlier. 4. FEES. Client will pay Contractor . Contractor will invoice . Client pays within days of a valid invoice. Late amounts accrue interest at % per month. 5. EXPENSES. 6. TAXES AND INSURANCE. Contractor is responsible for their own income tax, self-employment tax, and any required registrations. Contractor will maintain insurance of at least and provide a certificate on request. 7. NO EMPLOYEE BENEFITS. Contractor is not entitled to paid leave, health insurance, retirement contributions, workers compensation, or any other employee benefit. 8. INTELLECTUAL PROPERTY. On full payment, Contractor assigns to Client all rights in the deliverables created specifically for Client. Contractor retains ownership of pre-existing materials and general tools, and grants Client a perpetual, non-exclusive licence to use them as embedded in the deliverables. 9. CONFIDENTIALITY. Contractor will keep Client's non-public information confidential and use it only to perform the Services. 10. WARRANTIES. Contractor warrants the Services will be performed with reasonable skill and care, and that the deliverables will not infringe any third party's rights. 11. LIABILITY. Neither party is liable for indirect or consequential loss. Contractor's total liability is capped at the fees paid under this Agreement. 12. TERMINATION. Either party may terminate on days written notice, or immediately for material breach not cured within days. Client pays for Services performed to the termination date. 13. GOVERNING LAW. This Agreement is governed by the laws of . SIGNED: _________________________ _________________________ Date: Date:
Using this for something that matters?
This free independent contractor agreement covers the standard situation. If real money, property, or an ongoing relationship rides on it, a professionally drafted version, or a quick attorney review of what you've filled in, costs little and removes the guesswork.
Ask any local attorney for a fixed-fee document review, most offer one.
How to use this template
- Clause 2 is not boilerplate. Misclassification is decided on the facts of the relationship, and this clause is where you record those facts. If you actually set the person's hours and supply their laptop, no clause will save you.
- Clause 8 matters more than people expect. Without a written assignment, in most cases the contractor owns the copyright in what you paid them to make.
- Never write 'the Contractor will work 9 to 5 from our office under supervision'. That describes an employee, whatever the heading says.
- In California, apply the ABC test before you sign anything. It is far stricter than the federal common-law test.
These templates are general forms for informational purposes, not legal advice, and no attorney-client relationship is created by using them. Laws vary by state and country, have a licensed attorney review any document before you rely on it.
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