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Free Independent Contractor Agreement Template

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INDEPENDENT CONTRACTOR AGREEMENT
1099 Service Agreement · State Of New York
CLIENT / HIRING PARTY
Nexus Digital Solutions LLC
500 Fifth Avenue, Suite 2100, New York, NY 10110
By: Jennifer Walsh, Chief Executive Officer
CONTRACTOR (INDIVIDUAL)
John M. Hartfield
1234 Freelancer Ave, Brooklyn, NY 11201
Full-Stack Web Application Development
Effective: January 1, 2025 · New York
This Independent Contractor Agreement (this “Agreement”) is entered into as of January 1, 2025 by and between Nexus Digital Solutions LLC (“Client”) and John M. Hartfield (“Contractor”). The parties agree as follows:
1.
SERVICES
Contractor agrees to perform the following services for Client (the “Services”):
Design, develop, and deploy a customer-facing e-commerce platform using React.js (front-end), Node.js/Express (back-end), and PostgreSQL (database). Deliverables include: (1) responsive UI/UX design mockups approved by Client; (2) fully functional web application with product catalog and shopping cart; (3) secure user authentication system (OAuth 2.0 + JWT); (4) Stripe payment gateway integration with webhook support; (5) REST API with documentation; and (6) deployment to AWS (EC2 + RDS) with CI/CD pipeline and technical handoff documentation.
Contractor shall perform the Services in a professional and workmanlike manner consistent with applicable industry standards and shall devote such time and attention as is reasonably necessary to complete the Services.
2.
TERM
This Agreement shall commence on January 1, 2025 and continue through June 30, 2025, unless earlier terminated pursuant to the terms hereof. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice thereof. Upon termination, Client shall pay Contractor for all Services satisfactorily performed through the effective date of termination.
3.
COMPENSATION
In consideration for the satisfactory performance of the Services, Client shall pay Contractor at an hourly rate of $125 per hour. Payment shall be made on a monthly basis, payable Net 30 (within thirty (30) days of invoice receipt). Contractor shall be solely responsible for all costs, tools, equipment, materials, software, and other expenses incurred in performing the Services, unless otherwise agreed in writing. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less) from the due date until paid.
4.
INDEPENDENT CONTRACTOR STATUS
The parties expressly intend that Contractor shall be classified as an independent contractor — not an employee, partner, agent, or joint venturer of Client — for all purposes, including federal and state taxation, workers' compensation, and unemployment insurance. Classification shall be assessed under the U.S. Department of Labor's final rule at 29 C.F.R. Part 795 (the "economic reality" test, effective March 11, 2024), the IRS twenty-factor test articulated in Revenue Ruling 87-41 (focused on behavioral control, financial control, and the type of relationship), and any applicable state-law test. Nothing herein waives the Fair Labor Standards Act, 29 U.S.C. Sections 201 et seq., which provides the backstop wage-and-hour framework. The following provisions are included to satisfy applicable independent-contractor classification tests:
(a) Behavioral Control: Contractor retains the sole right to determine the means, methods, sequence, and manner of performing the Services. Client may specify the desired results but shall not direct or control how Contractor achieves those results. Contractor sets its own working hours and location.
(b) Financial Control: Contractor uses its own tools, equipment, and resources; bears its own business expenses (unless otherwise specified in Section 3); has the right to perform services for other clients concurrently with this Agreement; and is not economically dependent upon Client for all or substantially all of its income.
(c) Self-Employment Tax Obligation: Contractor is solely responsible for the payment of all applicable federal and state self-employment taxes under Internal Revenue Code Sections 1401 and 1402 (Schedule SE, Form 1040-ES), estimated income taxes, and any other taxes arising from compensation received under this Agreement. Client shall not withhold federal or state income tax, Social Security (OASDI), or Medicare (HI) from Contractor's compensation — distinguishing this engagement from FICA withholding obligations imposed on employees under IRC Section 3101. Client shall obtain a completed IRS Form W-9 from Contractor and shall issue IRS Form 1099-NEC for amounts paid in a given tax year where required under IRC Section 6041A.
(d) No Employee Benefits: As an independent contractor, Contractor is not entitled to and shall not receive any employee benefits from Client, including but not limited to: (i) health, dental, or vision insurance; (ii) 401(k), pension, profit-sharing, or retirement benefits; (iii) paid time off, vacation, or sick leave; (iv) workers' compensation coverage; or (v) unemployment insurance benefits.
(e) No Agency: Contractor has no authority to bind Client, enter into contracts on Client's behalf, or incur any obligations in Client's name. Contractor shall not represent itself as an employee or agent of Client to any third party.
(f) State-Law Classification Tests: In jurisdictions that apply a stricter “ABC” test — including California Labor Code Section 2775 (AB 5, codifying Dynamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018)), Illinois Employee Classification Act, 820 ILCS 185, Massachusetts General Laws Chapter 149 Section 148B, and the New Jersey ABC test — Contractor represents that Contractor (A) is free from Client's control and direction; (B) performs services outside the usual course of Client's business; and (C) is customarily engaged in an independently established trade, occupation, or business of the same nature as the Services. In the event Contractor is reclassified as an employee under applicable law, Client's obligations under California Labor Code Section 2802 and any parallel expense-reimbursement statute shall apply to the extent required. Contractor is responsible for maintaining any workers' compensation insurance required of self-employed persons under the governing state's workers' compensation statute.
5.
WORK PRODUCT AND INTELLECTUAL PROPERTY
Work Made for Hire and Written Assignment: The parties acknowledge that, under 17 U.S.C. Section 201(b), an independent contractor (not an employee) by default retains ownership of copyrightable works absent a written “work made for hire” agreement. All work product, deliverables, inventions, developments, improvements, software, designs, writings, and other materials created or developed by Contractor in connection with the Services (collectively, the “Work Product”) shall be deemed “work made for hire” as defined in 17 U.S.C. Section 101, to the extent eligible, and all right, title, and interest therein — including all patent rights, copyrights, trade secrets, and other intellectual property rights — shall vest in and belong exclusively to Client from the moment of creation. To the extent any Work Product does not qualify as a work made for hire under applicable law, Contractor hereby irrevocably assigns, transfers, and conveys to Client all right, title, and interest in and to such Work Product pursuant to 17 U.S.C. Section 204(a) (copyright assignment in writing) and, for any patentable subject matter, 35 U.S.C. Section 261 (patent assignment in writing). Contractor shall execute any documents and take any further action reasonably requested by Client to perfect, record, or enforce Client's ownership rights in the Work Product. Contractor represents and warrants that the Work Product does not and will not infringe any third-party intellectual property rights, and that Contractor has the full right to make this assignment.
6.
INSURANCE REQUIREMENTS
Contractor shall procure and maintain, at its own expense and throughout the term of this Agreement and for one (1) year thereafter, the following insurance policies:
(a) Professional Liability (Errors and Omissions) Insurance with minimum limits of $1,000,000 per claim, covering claims arising from errors, omissions, or negligent acts in the performance of the Services;
Contractor shall provide Client with certificates of insurance evidencing the above coverages upon request and shall provide at least thirty (30) days' advance written notice of any cancellation or material change in coverage. Failure to maintain required insurance shall constitute a material breach of this Agreement.
7.
CONFIDENTIALITY
Contractor acknowledges that, in performing the Services, Contractor may have access to confidential and proprietary information of Client, including but not limited to business plans, financial data, trade secrets, customer and vendor lists, pricing, personnel information, source code, product roadmaps, and technical know-how (collectively, “Confidential Information”). Contractor agrees to: (a) hold all Confidential Information in strict confidence using at least the same degree of care Contractor uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information solely for the purpose of performing the Services; (c) not disclose Confidential Information to any third party without Client's prior written consent; and (d) promptly notify Client of any unauthorized disclosure or use of Confidential Information. These obligations shall survive termination of this Agreement and continue for three (3) years thereafter; provided, however, that obligations with respect to information constituting a trade secret under applicable law shall continue for as long as such information remains a trade secret. Exceptions: These obligations do not apply to information that (i) is or becomes publicly available through no act or omission of Contractor; (ii) was lawfully in Contractor's possession prior to disclosure; (iii) is independently developed by Contractor without reference to the Confidential Information; or (iv) is required to be disclosed by applicable law or valid court order, provided Contractor gives Client prompt written notice of such requirement. Trade secrets are additionally protected under the Defend Trade Secrets Act, 18 U.S.C. Section 1836. DTSA Whistleblower Notice (18 U.S.C. Section 1833(b)): Contractor shall not be held criminally or civilly liable under any federal or state trade-secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.
NON-SOLICITATION
During the term of this Agreement and for a period of twelve (12) months following its expiration or termination, Contractor shall not, directly or indirectly:
(a) Non-Solicitation of Employees: Solicit, recruit, induce, or attempt to induce any employee, contractor, or consultant of Client with whom Contractor had material contact during the performance of Services, to leave Client's employ or engagement.
(b) Non-Solicitation of Clients: Solicit or do business with any customer or client of Client with whom Contractor had direct contact or about whom Contractor obtained Confidential Information in connection with the Services, for the purpose of providing services substantially similar to the Services performed hereunder.
Note: Non-solicitation restrictions may have limited enforceability under California Business and Professions Code Section 16600 and similar statutes in Oklahoma (15 O.S. Section 219A) and North Dakota (N.D. Cent. Code Section 9-08-06). Consult legal counsel regarding applicability in the governing jurisdiction.
9.
REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants that: (a) Contractor has the full right, power, and authority to enter into this Agreement and to perform the Services without violating any agreement, obligation, or restriction to which Contractor is subject; (b) the Services will be performed in a professional and workmanlike manner in accordance with applicable industry standards; (c) the Work Product will not infringe or misappropriate any third-party intellectual property rights; and (d) Contractor will comply with all applicable federal, state, and local laws, regulations, and ordinances in performing the Services, including without limitation applicable tax laws.
10.
GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts of competent jurisdiction located in the State of New York, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts.
11.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and negotiations, whether oral or written. Amendment: No modification or amendment to this Agreement shall be valid or binding unless made in writing and signed by both parties. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that the remaining provisions continue in full force and effect. Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that party's right to enforce such provision in the future. Counterparts and Electronic Signatures: This Agreement may be executed in one or more counterparts, including by electronic signature (e.g., DocuSign, Adobe Sign), each of which shall be deemed an original, and all of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
CLIENT
Jennifer Walsh
Chief Executive Officer
Nexus Digital Solutions LLC
Date: ____________________
CONTRACTOR
John M. Hartfield
John M. Hartfield
Date: ____________________

What Is an Independent Contractor Agreement?

An Independent Contractor Agreement is a legally binding contract used throughout the United States between a company (or individual) and a contractor or freelancer that defines the scope of work, payment, timeline, and key business terms. Unlike an American employment relationship, contractors typically work on a project basis, control their own methods, and are responsible for their own taxes and benefits.

This agreement protects both parties by establishing clear expectations about deliverables, milestones, payment schedules, intellectual property ownership, and termination conditions. It also helps classify the relationship correctly under U.S. federal and state labor laws, reducing the risk of IRS misclassification penalties.

In the United States, contractor agreements are governed by state contract law. A well-drafted agreement includes specific terms about compensation, expenses, insurance, confidentiality, work ownership, and dispute resolution.

What's Covered in This Template

Doxuno's Independent Contractor Agreement template includes all essential clauses required for US enforceability, plus expert sections for protecting both parties in complex engagements.

Parties and Authority

Scope of Work

Compensation and Payment

Term and Timeline

Intellectual Property Ownership

Independent Contractor Status

Confidentiality and NDA

Insurance and Liability

Expenses and Reimbursement

Non-Solicitation Clause

Termination and Exit

Governing Law and Dispute Resolution

How to Create Your Independent Contractor Agreement

Follow these five simple steps to create a professional, legally sound agreement in minutes.

  1. 1

    Identify the contractor and company

    Enter the full legal name, address, and business entity type of the contractor. Include the company or hiring individual's details. Use legal business names rather than trade names for enforceability.

  2. 2

    Define the scope of work

    Clearly describe the specific project, services, or deliverables. Include timeline expectations, milestones, and any performance standards. Be detailed to avoid disputes about what is included.

  3. 3

    Set the compensation structure

    Specify payment amount, payment schedule (hourly, fixed fee, or milestone-based), and payment method. Clarify whether the contractor covers their own expenses and who is responsible for taxes and benefits.

  4. 4

    Address intellectual property and confidentiality

    Determine who owns work product and IP created during the engagement. Add confidentiality or non-disclosure clauses if needed to protect sensitive information shared during the project.

  5. 5

    Set term and termination, then download

    Define the contract start and end dates, notice period for termination, and conditions for early termination. Your completed agreement generates as a professional PDF ready for both parties to sign.

Legal Considerations for Contractor Agreements

While this template is designed to be valid across all US states, there are important legal considerations related to contractor classification and tax compliance that you should understand.

This template is provided for informational purposes and does not constitute legal advice. For high-value engagements, complex IP situations, or if you are unsure about your specific state's requirements, consult a licensed attorney in your jurisdiction.

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 contractor engagements.

Contractor Classification

The U.S. IRS uses the "right of control" test to determine if someone is an employee or contractor. An agreement alone does not control American classification. Consider factors like how much control the company has over the contractor's work, whether they use their own tools, and how long the engagement lasts. Misclassification can result in back taxes and penalties from U.S. federal and state agencies.

Intellectual Property Ownership

Clearly specify in your agreement whether work product belongs to the company or the contractor. Without an explicit assignment, the contractor may retain rights to their work under copyright law, even if the company paid for it. This template includes provisions to assign IP to the company, but you can modify this as needed.

State-Specific Laws

Some U.S. states have specific rules about non-compete and non-solicitation clauses in contractor agreements. California, for example, generally does not enforce non-compete clauses. If your American contractor is located in or works in California, review those provisions carefully before signing.

1099 Tax Reporting

If you pay an American contractor more than $600 in a calendar year, you must issue them a Form 1099-NEC and file it with the U.S. IRS. Ensure you have the contractor's correct Tax ID or SSN to complete this reporting requirement under United States tax law.

Frequently Asked Questions

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