🛠️ Independent Contractor Agreement Template — Free Template

An independent contractor agreement that documents the parties’ intended relationship and commercial terms while recognizing that worker classification depends on the actual relationship and applicable law.

Who needs this

Businesses hiring 1099 contractors (developers, designers, consultants, marketing agencies, tradespeople) and contractors who want clear written terms with their clients.

What it covers

• Services & deliverables
• Compensation & invoicing
• Independent contractor classification factors
• IP assignment (work-for-hire)
• Confidentiality & non-solicitation
• Insurance & indemnification
• Termination
• Tax responsibility (1099 / W-9)

Template clauses

1. Engagement & Services

This Independent Contractor Agreement ("Agreement") is entered into between the Company and the Contractor as of the Effective Date. Company engages Contractor to perform the following services: {{services_description}}, as further described in one or more Statements of Work ("SOW") attached hereto or executed from time to time, each of which is incorporated by reference (the "Services"). Each SOW shall specify deliverables, schedule, fees, and any project-specific terms.

2. Compensation & Invoicing

Company shall pay Contractor {{compensation_terms}}, as further detailed in each applicable SOW. Contractor shall submit invoices no more frequently than monthly. Undisputed invoices are payable within {{net_days}} days of receipt. Late payments accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. Contractor is responsible for all out-of-pocket expenses unless pre-approved in writing by Company.

3. Independent Contractor Status

The parties intend to create an independent contractor relationship and not an employer-employee relationship. In furtherance of this intent: (a) Contractor controls the manner and means of performing the Services; (b) Contractor uses Contractor's own tools and equipment except as expressly provided in an SOW; (c) Contractor is free to perform services for other clients and is not required to work exclusively for Company; (d) Contractor sets Contractor's own work hours and location, subject to deliverable deadlines; (e) Contractor is not entitled to any employee benefits, including health insurance, paid leave, retirement, unemployment, or workers' compensation; (f) Contractor shall be solely responsible for all federal, state, and local taxes on Contractor's compensation, including self-employment tax; and (g) Contractor shall furnish Company with a completed Form W-9 prior to first payment and acknowledges Company will issue a Form 1099-NEC for payments aggregating $600 or more in any calendar year.

4. Intellectual Property

All work product, deliverables, inventions, discoveries, designs, code, content, and other materials created by Contractor specifically for Company under this Agreement ("Work Product") shall be the sole and exclusive property of Company. To the extent the Work Product qualifies as "work made for hire" under U.S. copyright law, it shall be deemed such. To the extent it does not so qualify, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to the Work Product, including all copyrights, patents, trade secrets, trademarks, and moral rights. Contractor shall execute any further documents reasonably requested by Company to perfect such assignment. Contractor retains ownership of any pre-existing materials, tools, libraries, and methodologies, and grants Company a perpetual, royalty-free, worldwide license to use such pre-existing materials solely as incorporated into the Work Product.

5. Confidentiality

Contractor shall hold all non-public information regarding Company, its business, customers, employees, finances, technology, and operations ("Confidential Information") in strict confidence and shall not use or disclose Confidential Information except as necessary to perform the Services. This obligation shall survive termination of this Agreement for a period of five (5) years (or indefinitely with respect to trade secrets). Upon termination or upon Company's request, Contractor shall return or destroy all Confidential Information in Contractor's possession.

6. Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, Contractor shall not, directly or indirectly, solicit for employment or engagement any employee or contractor of Company with whom Contractor had material contact during the term, except through a general solicitation not directed at such persons. This Section is intended to be the narrowest restriction enforceable under applicable law.

7. Representations & Warranties

Contractor represents and warrants that: (a) Contractor has full authority to enter into this Agreement; (b) the Services and Work Product will not infringe the intellectual property or other rights of any third party; (c) the Services will be performed in a professional and workmanlike manner consistent with industry standards; and (d) Contractor is not subject to any agreement or obligation that would conflict with this Agreement.

8. Insurance

Contractor shall, at Contractor's expense, maintain appropriate insurance for the Services, including general liability insurance of not less than {{insurance_limit}} per occurrence and, if applicable, professional liability (E&O) insurance and workers' compensation coverage as required by law. Upon request, Contractor shall furnish Company with certificates of insurance.

9. Indemnification

Contractor shall indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of (a) Contractor's breach of this Agreement; (b) Contractor's negligence or willful misconduct; (c) any claim that the Work Product infringes the rights of a third party; or (d) any tax claim arising from misclassification asserted against Company that is attributable to Contractor's actions or representations.

10. Term & Termination

This Agreement commences on the Effective Date and continues until terminated. Either party may terminate this Agreement or any active SOW for convenience upon {{termination_notice_days}} days' written notice, or immediately for material breach that is not cured within {{cure_period_days}} days of written notice. Upon termination, Company shall pay Contractor for all Services properly performed through the effective date of termination, and Contractor shall promptly deliver to Company all completed and in-progress Work Product.

11. Limitation of Liability

Except for indemnification obligations, breaches of confidentiality, and IP infringement, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages. Each party's total cumulative liability under this Agreement shall not exceed the total fees paid by Company to Contractor in the twelve (12) months preceding the event giving rise to the claim.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of {{governing_law}}. Any dispute shall first be addressed through good-faith negotiation. If unresolved within thirty (30) days, the dispute shall be submitted to binding arbitration in {{arbitration_forum}} under the rules of the American Arbitration Association. Either party may seek injunctive relief in court to protect confidentiality or intellectual property rights.

12. Miscellaneous

This Agreement, together with each SOW, constitutes the entire agreement between the parties and supersedes all prior negotiations and agreements. No amendment shall be effective unless in writing and signed by both parties. Neither party may assign this Agreement without the other's prior written consent, except that Company may assign in connection with a merger or sale of substantially all of its assets. This Agreement may be executed in counterparts, including by electronic signature.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

FAQ