Independent contractor agreement template
An independent contractor agreement sets out the work a business hires a contractor to do, how the contractor is paid and who owns the results, and it records that the contractor is not an employee. Fill in the details below and it is laid out as a PDF with signature blocks for the company and the contractor.
This template is a general starting point, not legal advice. Laws differ between countries and states, so have it checked before signing anything important.
Fill in the details
Anything you leave empty becomes a blank line in the document, to fill in by hand or during signing.
Opens the signature request with this document and a signature box for each party already placed.
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Independent Contractor Agreement
This Independent Contractor Agreement (the "Agreement") is made on __________ between __________, of __________ ("Company"), and __________, of __________ ("Contractor").
1. Services
Contractor will provide the following services (the "Services"): __________. Contractor will complete the Services on this schedule: __________.
2. Independent Contractor Relationship
Contractor is an independent contractor, not an employee, partner or agent of Company. Contractor decides how, when and where to perform the Services, provides its own equipment and tools, and may work for other clients. Contractor is not entitled to employee wages or benefits and has no authority to make commitments on Company’s behalf.
3. Fees and Payment
Company will pay Contractor __________. __________. Company will reimburse reasonable expenses only if Company approved them in writing before they were incurred.
4. Taxes
Contractor is responsible for all taxes on the amounts it receives under this Agreement, including income and self-employment taxes, and for any licenses or registrations its business needs. Company will not withhold taxes from payments unless the law requires it, and may report payments to tax authorities. Before the first payment, Contractor will provide any tax form Company reasonably requests, such as IRS Form W-9.
5. Ownership of Work
Once Company has paid for it, everything Contractor creates specifically for Company in performing the Services (the "Work Product") belongs to Company, and Contractor assigns to Company all rights in the Work Product, including copyright. Contractor will sign any further documents reasonably needed to confirm this.
Contractor keeps ownership of the tools, templates, methods and know-how it owned before this Agreement or develops independently of it. To the extent any of them are included in the Work Product, Contractor grants Company a non-exclusive, perpetual, royalty-free license to use them as part of the Work Product.
6. Confidentiality
Contractor will keep confidential all non-public information that Company shares about its business, customers and plans, will use it only to perform the Services, and will return or delete it when the Services end. This does not apply to information that is public, that Contractor already lawfully knew, or that Contractor must disclose by law, and it does not prevent any report to a government authority that the law protects.
7. Quality of Work
Contractor will perform the Services with reasonable skill and care. To Contractor’s knowledge, the Work Product will not infringe anyone else’s intellectual property rights.
8. Term and Termination
This Agreement starts on the effective date and continues until the Services are completed. Either party may end it for any reason by giving __________ written notice, or immediately by written notice if the other party seriously breaches it and does not fix the breach within ten (10) days after being told about it in writing.
When the Agreement ends, Company will pay for the Services properly performed up to that date, and Contractor will deliver the Work Product completed so far. Sections 4, 5, 6 and 9 continue after the Agreement ends.
9. Limitation of Liability
Neither party is liable to the other for indirect or consequential losses, such as lost profits, arising from this Agreement. This limit does not apply to a breach of section 6, to a claim that the Work Product infringes someone else’s rights, or to anything the law does not allow to be limited.
10. General
This Agreement is governed by __________. It is the entire agreement between the parties about the Services and may only be changed in writing signed by both parties. Contractor may not transfer this Agreement or subcontract the Services without Company’s written consent. If any part of this Agreement cannot be enforced, the rest stays in effect.
Notices must be in writing and sent to the addresses above. This Agreement may be signed in counterparts and with electronic signatures, each of which is treated as an original.
Company
__________
Contractor
__________
Contractor or employee?
Calling someone a contractor in a contract does not make them one. Tax agencies, labor departments and courts look at the actual relationship: who controls how the work is done, whether the person runs their own business, and how permanent the arrangement is. Some states, including California, apply a stricter test than the IRS. If the work looks like a regular job, treat the person as an employee.
What to fill in carefully
The fields that matter most are the ones that describe how the work is organized and paid.
- Describe the services as results with deadlines, not as hours worked under supervision.
- Agree what triggers payment — each deliverable, a milestone or a monthly invoice — and how quickly invoices are paid.
- Collect Form W-9 before the first payment if the contractor is in the United States, so year-end tax reporting is straightforward.
- If the contractor is building something your business depends on, check that section 5 covers everything you need to own.
Frequently asked questions
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