Free Contractor Agreement Template
A professionally structured independent contractor agreement for U.S. businesses and freelancers across all 50 American states. Fill in your details, download a professional PDF in minutes.
| GENERAL CONTRACTOR | Summit Construction Group, Inc. License: CSLB #987654 |
| SUBCONTRACTOR | ProWire Electrical Services, LLC Trade: Electrical License: EL-2024-11234 |
| PROJECT | Riverside Plaza Mixed-Use Development |
| PROJECT OWNER | Riverside Development Partners, LLC |
| PROJECT LOCATION | 900 Riverside Drive, Denver, CO 80211 |
| START DATE | May 1, 2026 |
| COMPLETION DEADLINE | October 31, 2026 |
Summit Construction Group, Inc., with a principal place of business at 5500 Industrial Boulevard, Suite 200, Denver, CO 80216, Contractor License No. CSLB #987654 ("General Contractor" or "GC"), and
ProWire Electrical Services, LLC, with a principal place of business at 1280 Spark Avenue, Unit 4, Denver, CO 80204, License No. EL-2024-11234 ("Subcontractor" or "Sub").
GC and Subcontractor may be referred to individually as a "Party" and collectively as the "Parties." This Agreement governs the terms under which Subcontractor shall perform certain work on the project described herein as a subcontractor to GC.
Trade/Specialty: Electrical
Scope of Work:
Complete electrical rough-in and finish for Floors 1-4, including:
- Service entrance and main distribution panel
- Branch circuit wiring for all residential and commercial units
- Lighting fixture installation
- Fire alarm system wiring
- Low-voltage data/communications rough-in
- Parking garage lighting and EV charger pre-wire
Subcontractor shall perform all work in a good and workmanlike manner, in accordance with the project plans, specifications, drawings, and any addenda provided by GC. All work shall conform to applicable building codes, industry standards, and manufacturer specifications. Subcontractor acknowledges receipt and review of the relevant portions of the project plans and specifications pertaining to the scope of work described herein.
Subcontractor shall coordinate all work with GC and other subcontractors on the project site to ensure orderly progress and avoid delays or interference. Subcontractor shall attend project coordination meetings as reasonably required by GC.
Subcontractor shall maintain a work schedule consistent with GC's overall project schedule and shall provide sufficient manpower and resources to meet all scheduling milestones. Subcontractor shall notify GC immediately of any circumstances that may cause a delay in the work.
If Subcontractor fails to maintain adequate progress or falls behind schedule, GC may require Subcontractor to increase manpower, work overtime, or take other measures to bring the work back on schedule, at Subcontractor's sole expense. Persistent failure to maintain schedule may be deemed a material breach of this Agreement.
All materials furnished by Subcontractor shall be new, of good quality, and shall conform to the project specifications and applicable building codes. Subcontractor shall submit material samples, shop drawings, and product data to GC for approval prior to procurement when required by the project specifications. Subcontractor shall be responsible for the proper storage, handling, and protection of all materials on the project site.
• All federal, state, and local taxes, including income taxes, self-employment taxes under IRC §§1401 and 1402, Social Security and Medicare contributions under IRC §§3101 and 3121, unemployment taxes, and any other taxes or contributions arising from compensation received under this Agreement. Subcontractor shall furnish a completed IRS Form W-9, and GC shall report payments on IRS Form 1099-NEC as required by IRC §6041A.
• All employee benefits, including but not limited to health insurance, retirement plans, paid leave, and workers' compensation for Subcontractor's own employees.
• Hiring, supervising, directing, disciplining, and compensating Subcontractor's own workforce, in compliance with the Fair Labor Standards Act, 29 U.S.C. §§201 et seq., and applicable state wage-and-hour laws.
• Compliance with all employment laws and labor regulations applicable to Subcontractor's workforce, including wage and hour laws, anti-discrimination laws, and immigration requirements (including I-9 verification under 8 U.S.C. §1324a).
Subcontractor retains the right to control the manner and means by which the work is performed, subject to compliance with the project plans, specifications, schedule, and applicable codes.
Subcontractor shall maintain the work area in a clean, orderly, and safe condition at all times. Subcontractor shall remove all debris, waste materials, and surplus equipment from the site on a daily basis or as required by GC. Upon completion of work, Subcontractor shall perform a thorough final cleanup of all areas affected by Subcontractor's work.
Payment Schedule: Bi-weekly progress payments. Subcontractor shall submit biweekly payment applications to GC detailing the work completed during the billing period. GC shall process payment within thirty (30) days of receipt of a properly submitted payment application.
Retainage: GC shall withhold 10% of each progress payment as retainage. Retainage shall be released within thirty (30) days of final completion and acceptance of all work by GC, provided that Subcontractor has submitted all required closeout documentation, including as-built drawings, warranties, operation manuals, and lien waivers.
GC's obligation to pay Subcontractor is contingent upon GC's receipt of corresponding payment from the Project Owner for Subcontractor's work ("pay-when-paid"). However, if GC fails to receive payment from the Project Owner within ninety (90) days after GC's receipt of Subcontractor's payment application, GC shall make reasonable efforts to pursue payment from the Project Owner on Subcontractor's behalf.
Change order pricing shall be based on actual costs plus a reasonable markup not to exceed fifteen percent (15%) for overhead and profit, unless otherwise agreed in writing. Subcontractor shall provide detailed cost breakdowns for all change order proposals within five (5) business days of GC's request.
GC may withhold payment if Subcontractor fails to provide the required lien waivers. Subcontractor shall indemnify and hold harmless GC and the Project Owner from any mechanic's liens, stop notices, or bond claims filed by Subcontractor, sub-subcontractors, or material suppliers arising from Subcontractor's work.
In the event a mechanic's lien or similar claim is filed against the project property as a result of Subcontractor's failure to pay its sub-subcontractors or suppliers, Subcontractor shall cause such lien to be released or bonded within ten (10) business days of receipt of written notice from GC. Failure to do so shall constitute a material breach of this Agreement.
• Commercial General Liability: Minimum coverage of $2,000,000 per occurrence / $4,000,000 aggregate, including premises/operations, products/completed operations, personal and advertising injury, contractual liability, and independent contractors coverage.
• Workers' Compensation: Coverage as required by the laws of the state where the work is performed, with employer's liability limits of not less than $500,000 per accident, $500,000 disease per employee, and $500,000 disease policy limit.
• Commercial Automobile Liability: Minimum combined single limit of $1,000,000 per accident, covering all owned, hired, and non-owned vehicles used in connection with the work.
Additional Insured: GC and the Project Owner shall be named as additional insureds on Subcontractor's general liability and auto liability policies. Subcontractor's insurance shall be primary and non-contributory with respect to any insurance maintained by GC or the Project Owner.
Subcontractor shall provide GC with certificates of insurance prior to commencing work and shall provide updated certificates upon renewal. All policies shall contain a provision requiring the insurer to give GC at least thirty (30) days' written notice prior to cancellation or material modification of coverage.
Subcontractor shall:
• Provide all required personal protective equipment (PPE) to Subcontractor's employees and enforce its use on the project site at all times.
• Conduct regular safety meetings and toolbox talks for all Subcontractor personnel working on the project.
• Maintain all required safety records, including OSHA 300 logs, incident reports, and safety training documentation.
• Immediately report all accidents, injuries, near-misses, and safety violations to GC's site superintendent.
• Comply with GC's site-specific safety plan, drug and alcohol policy, and any additional safety requirements.
• Ensure that all equipment, tools, and scaffolding used on the project are in safe working condition and properly maintained.
• Provide Material Safety Data Sheets (MSDS/SDS) for all hazardous materials brought onto the project site.
GC reserves the right to remove from the project any Subcontractor employee who violates safety rules or creates an unsafe condition. Repeated safety violations may constitute grounds for termination of this Agreement.
GC shall obtain the general building permit and all major permits required for the project. Subcontractor shall obtain any trade-specific permits required for Subcontractor's scope of work (e.g., electrical permits, plumbing permits) at Subcontractor's expense unless otherwise agreed in writing.
Subcontractor shall schedule and coordinate all required inspections with GC and shall not proceed with work that covers or conceals inspectable elements until the required inspections have been completed and approved. All inspection fees are the responsibility of the party obtaining the permit unless otherwise agreed in writing.
During the Warranty Period, Subcontractor shall promptly correct, at Subcontractor's sole expense, any defective work or materials discovered by GC, the Project Owner, or the end user. Subcontractor shall respond to warranty claims within forty-eight (48) hours and shall commence corrective work within seven (7) days of notification, or sooner if the defect poses a safety hazard or causes property damage.
The Warranty Period for corrective work shall be the greater of: (a) the remaining balance of the original Warranty Period, or (b) one (1) year from the date the corrective work is completed. Subcontractor's warranty obligations are in addition to, and not in lieu of, any manufacturer warranties applicable to materials installed by Subcontractor.
• Subcontractor's breach of any provision of this Agreement.
• Bodily injury (including death) or property damage caused by the negligent acts, errors, omissions, or willful misconduct of Subcontractor, its employees, agents, or sub-subcontractors.
• Any claim by Subcontractor's employees, sub-subcontractors, or suppliers for unpaid wages, benefits, or other compensation.
• Any mechanic's lien, stop notice, or bond claim arising from Subcontractor's work.
• Any violation of applicable law, regulation, or building code by Subcontractor.
• Any environmental contamination or hazardous material release caused by Subcontractor.
This indemnification obligation shall survive the termination or completion of this Agreement.
Termination for Convenience: GC may terminate this Agreement at any time for convenience by providing seven (7) days' written notice. In the event of termination for convenience, Subcontractor shall be entitled to payment for all work satisfactorily performed through the date of termination, plus reasonable demobilization costs, but shall not be entitled to lost profits on unperformed work.
Effect of Termination: Upon termination, Subcontractor shall promptly: (a) stop all work and secure the work area; (b) remove all equipment, materials, and debris from the project site; (c) assign to GC all subcontracts and purchase orders as directed; and (d) deliver all completed and in-progress work, shop drawings, and project documentation to GC.
Pending resolution of any dispute, Subcontractor shall continue to perform work under this Agreement unless GC directs otherwise in writing. Neither Party shall suspend work or withhold payment as a result of a pending dispute except as expressly permitted by law.
Any notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when personally delivered, sent by certified mail (return receipt requested), or sent by email to the addresses specified in this Agreement.
What Is a Contractor Agreement?
A contractor agreement (also called an independent contractor agreement or freelance contract) is a legally binding document between a business and a self-employed individual or company hired to perform specific work. It defines the scope of services, payment terms, intellectual property ownership, confidentiality obligations, and the relationship between the parties.
Unlike an employment contract, a contractor agreement establishes that the hired party is not an employee. The contractor controls how and when the work is done, uses their own tools and equipment, and is responsible for their own taxes, insurance, and benefits. This distinction is critical because misclassifying a worker can lead to significant tax penalties and legal liability.
In the United States, contractor agreements are governed by state contract law. The IRS uses a multi-factor test to determine whether a worker is truly an independent contractor or should be classified as an employee. A well-drafted contractor agreement supports proper classification by clearly defining the relationship and the contractor's independence.
What's Covered in This Template
Doxuno's United States contractor agreement template includes all essential clauses for a compliant, enforceable independent contractor relationship — suitable for American businesses and contractors in all 50 states.
Parties & Engagement
Scope of Work
Compensation & Payment
Term & Termination
Intellectual Property
Confidentiality
Independent Contractor Status
Indemnification
Non-Compete & Non-Solicitation
Insurance & Compliance
Dispute Resolution
Governing Law
How to Create Your Contractor Agreement
Doxuno's template walks you through every section so you can build a solid contractor agreement in minutes.
- 1
Identify the parties
Enter the full legal names, addresses, and contact details for the hiring company and the independent contractor. If the contractor operates through an LLC or corporation, use the entity name rather than a personal name.
- 2
Define the scope of work
Describe the specific services, deliverables, milestones, and deadlines. Being as detailed as possible helps prevent scope creep and reduces the chance of disputes over what was agreed.
- 3
Set compensation and payment terms
Specify the payment amount (hourly rate, fixed project fee, or retainer), invoicing schedule, payment method, and any expense reimbursement policies. Include late payment penalties if needed.
- 4
Address IP ownership and confidentiality
Determine who owns the intellectual property created during the engagement. Typically, the client retains all rights to work product. Add confidentiality obligations to protect sensitive business information shared during the project.
- 5
Review clauses and download
Review the termination provisions, non-compete and non-solicitation clauses (if applicable), indemnification, and governing law. Download the completed contractor agreement as a professional PDF ready for both parties to sign.
Legal Considerations for US Contractor Agreements
Getting the U.S. contractor relationship right from the start protects both American parties from tax issues, liability disputes, and classification problems down the road.
This template is provided for informational purposes and does not constitute legal advice. For complex engagements, high-value projects, or if you are uncertain about worker classification, consult a licensed attorney.
Reviewed by legal professionals. The content on this page and the template clauses have been reviewed by licensed attorneys in the United States to ensure accuracy and legal soundness for standard independent contractor engagements.
Worker Classification (IRS Guidelines)
The IRS evaluates three categories when determining U.S. worker classification: behavioral control (does the company control how the work is done?), financial control (does the worker have unreimbursed expenses, opportunity for profit or loss?), and the type of relationship (are there employee benefits, is the relationship permanent?). A properly drafted American contractor agreement addresses all three areas.
California AB5 and the ABC Test
California's Assembly Bill 5 (AB5) codified the ABC test for classifying workers. Under this test, a worker is presumed to be an employee unless the hiring entity proves: (A) the worker is free from control, (B) the work is outside the usual course of the business, and (C) the worker has an independently established trade. Several other states have adopted similar standards. If either party is based in California, ensure the agreement reflects these requirements.
Intellectual Property Assignment
Under U.S. copyright law, the default rule is that the creator owns the copyright. For contractors, this means the client does not automatically own the work product unless the agreement includes an explicit IP assignment clause. This is one of the most important provisions in any American contractor agreement and should not be overlooked.
Non-Compete Enforceability
Non-compete clauses for U.S. independent contractors are difficult to enforce in many states and are outright banned in California, Oklahoma, North Dakota, and Minnesota. Even in American states that allow them, courts require that non-competes be reasonable in scope, duration, and geographic area. Non-solicitation clauses (preventing the contractor from poaching clients or employees) are generally more enforceable in the United States and may be a better alternative.
Frequently Asked Questions
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