Independent Contractor Agreement

Client / Company Name *

Client Address *

Signatory Name (if company)

Title

Governing State *

The state whose laws govern this agreement. Use the state where the client operates or where most work is performed.

Contractor Type *

The contractor is a natural person who operates as a self-employed individual.

Full Legal Name *

Contractor Address *

Project / Engagement Title (optional - appears in document header)

Scope of Work / Services Description *

Be as specific as possible. Vague scope descriptions are the #1 cause of contractor disputes. List deliverables, milestones, or specific tasks where possible.

Start Date *

Project Term

End Date

Expense Reimbursement

Having the contractor pay all own expenses is the strongest signal of true independent contractor status under IRS guidelines.

Payment Type *

Hourly Rate *

Enter the rate per hour in USD (e.g. 125.00). Client will pay this amount per hour of work performed.

Payment Schedule

Invoice Payment Terms

Client must pay contractor's invoice within this many days of receipt.

Worker Misclassification Penalty: The IRS and Department of Labor impose severe penalties - back taxes, interest, and fines up to $1,000+ per worker - when companies misclassify employees as contractors. This section adds the exact language the IRS uses to determine true independent contractor status: behavioral control, financial control, and type-of-relationship factors. Without it, a basic ICA is not enough to survive an audit.

Include IRS 1099 Classification & Tax Disclaimer Language?

When enabled, the PDF adds:
• Contractor controls own methods and working hours (Behavioral Control Test)
• Contractor uses own tools and may work for other clients (Financial Control Test)
• Contractor solely responsible for self-employment taxes (Form 1040-ES, Schedule SE)
• Client will issue IRS Form 1099-NEC and withhold no income tax, Social Security, or Medicare
• Contractor is NOT entitled to health insurance, 401(k), PTO, or workers' compensation

Why this matters: Without an explicit IP clause, the contractor who creates the work - the website, logo, code, report - legally owns it under U.S. copyright law (17 U.S.C. § 201), even after being paid. Clients who skip this clause have lost ownership disputes in court.

Who Owns the Final Work Product?

Work Made for Hire (17 U.S.C. § 101): All deliverables are assigned to the client from the moment of creation. Includes an irrevocable assignment clause for any work that doesn't qualify as WFH by default.

Who needs this: Clients hiring contractors for physical work (construction, cleaning, events) should require General Liability. Clients hiring professional service providers (consultants, software developers, designers, attorneys, accountants) should require Professional Liability / E&O to protect against costly mistakes and negligence claims.

Insurance Requirement

Why embed these here? When you hire an outside contractor, you expose your client lists, pricing, source code, and business strategy. Embedding confidentiality and non-solicitation inside the ICA (rather than as a separate NDA) creates a single, enforceable document - eliminating the risk that a standalone NDA was "never signed" or "lost."

Include Confidentiality (NDA) Clause?

Contractor must keep all client trade secrets, pricing, customer data, and business information strictly confidential - during engagement and for 3 years after.

Include Non-Solicitation Clause?

Prevents the contractor from poaching the client's employees or customers for 12 months after the engagement ends.