Independent contractor agreement template

This a independent contractor agreement template sample that you can use free of charge. You can copy and paste it into Microsoft Word or Google Docs and edit as you like.

Independent Contractor Agreement

This Independent Contractor Agreement (the "Contract") is entered into on _________________________ [Date] by and between:

Client: _________________________ [Client or Company Name] located at _________________________ [Client Address] (the "Client").
Independent Contractor: _________________________ [Contractor Name or Company] located at _________________________ [Contractor Address] (the "Contractor").

1. Scope of Work

The Contractor agrees to perform services for the Client as outlined below:

1. Service Description

The Contractor shall provide the following services to the Client at _________________________ [Service Location or Remote] on _________________________ [Days of the Week or Project Schedule], between the hours of _________________________ [Start Time] and _________________________ [End Time].

2. Services Included

The services to be performed shall include but are not limited to:

_________________________ [Description of main services or deliverables]
_________________________ [Specific project tasks or milestones]
_________________________ [Any additional responsibilities as agreed upon by both parties]

3. Frequency and Reporting

The Contractor shall report progress _________________________ [Weekly / Monthly / As Needed] and provide updates to the Client in the format agreed upon (e.g., email, report, or meeting).

2. Terms of Contract

This Contract shall commence on _________________________ [Start Date] and shall continue until _________________________ [End Date or Completion of Work], unless terminated earlier as provided herein.
The Contractor is engaged as an independent contractor and not as an employee of the Client. Nothing in this Contract shall be construed to create an employer-employee relationship, partnership, or joint venture between the parties.
The Contractor is responsible for providing their own tools, equipment, and workspace unless otherwise specified.

3. Payment Terms

The Client agrees to pay the Contractor a total sum of $_________________________ [Amount] for the services rendered, payable _________________________ [Per Hour / Per Project / Per Milestone].
Payment shall be made via _________________________ [Payment Method] within _________________________ [Number] days of receiving an invoice.
The Contractor is responsible for all applicable taxes, including income tax, self-employment tax, and any other government-imposed obligations.
Late payments shall incur a late fee of _________________________ [Late Fee Amount] per _________________________ [Time Period] overdue.

4. Termination

Either party may terminate this Contract by providing written notice to the other party _________________________ [Number] days prior to the intended termination date.
In the event of termination, the Client shall pay for all services completed and approved up to the termination date.
The Client reserves the right to terminate immediately if the Contractor breaches confidentiality, fails to meet agreed deadlines, or delivers unsatisfactory work.

5. Confidentiality and Intellectual Property

The Contractor agrees to keep all information, materials, and data provided by the Client strictly confidential.
Any work product, invention, or material developed by the Contractor in the course of providing services under this Contract shall be deemed "work made for hire" and shall be the exclusive property of the Client, unless otherwise agreed in writing.
The Contractor shall not use the Client’s name, trademarks, or confidential information for personal gain or publicity without prior written consent.

6. Independent Status and Liability

The Contractor acknowledges that they are operating as an independent business entity and shall not represent themselves as an employee or agent of the Client.
The Contractor shall maintain their own insurance coverage, including general liability and, if applicable, professional indemnity insurance.
The Contractor shall indemnify and hold harmless the Client against any claims, damages, or liabilities arising out of the Contractor’s performance of services under this Contract.

7. Force Majeure

Neither party shall be held liable for any delay or failure to perform their obligations under this Contract if such delay or failure results from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, or government actions.

8. Governing Law and Jurisdiction

This Contract shall be governed by and construed in accordance with the laws of _________________________ [Your State or Country]. Any disputes arising out of or relating to this Contract shall be resolved exclusively by the courts located in _________________________ [Your State or County].

9. Entire Agreement

This Contract constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and negotiations, whether written or oral. Any modifications must be made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.

Contractor
Signature: _________________________ [Signature]
Name and title: _________________________ [Name and Title]
Date: _________________________ [Date]

Client
Signature: _________________________ [Signature]
Name and title: _________________________ [Name]
Date: _________________________ [Date]

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Independent contractor agreement template

What's an Independent Contractor Agreement?

An independent contractor agreement is a legally binding document between a client (or company) and an independent contractor, outlining the terms under which specific services or work will be performed. Unlike an employment contract, this agreement defines a business-to-business relationship where the contractor operates as a self-employed professional, maintaining control over how and when the work is completed. In this article, we’ll explore what an independent contractor agreement includes, why it’s important, and the key elements that make it effective.

1. Definition and Scope

An independent contractor agreement clearly defines the nature of the work to be performed. This includes the project scope, deliverables, timelines, and any specific expectations or requirements from the client. It ensures that both parties understand what is being delivered, how it will be measured, and what success looks like.

2. Parties Involved

The agreement identifies the parties involved — typically the client (the business or individual hiring the service) and the contractor (the independent professional providing the service). It includes their legal names, contact details, and any relevant business information, such as company names or registration numbers.

3. Terms and Conditions

This section outlines the core terms of the engagement, including:

Payment terms: total compensation, hourly or project-based rates, and payment schedule.
Invoicing and expenses: how invoices will be issued and which expenses are reimbursable.
Deadlines and milestones: project phases and delivery expectations.
Termination: conditions under which either party can terminate the agreement.

It also defines the independent nature of the relationship — clarifying that the contractor is not an employee, and is responsible for their own taxes, insurance, and benefits.

4. Duration and Renewal

The contract specifies the start date, duration, and completion date of the project or service. It may also include renewal terms, extension options, or procedures for modifying the scope or timeline. This clarity prevents disputes regarding project continuity or scope creep.

5. Intellectual Property and Ownership

A crucial part of independent contractor agreements is determining who owns the intellectual property (IP) rights to the work produced. Typically, the client retains ownership of all deliverables once payment is made, unless otherwise stated. This section may also address the contractor’s right to showcase work in their portfolio, with or without client consent.

6. Confidentiality and Non-Disclosure

To protect sensitive business information, most agreements include a confidentiality clause. This prevents the contractor from disclosing proprietary information, trade secrets, or any private client data during and after the term of the contract. Some may also include non-compete or non-solicitation clauses.

7. Liability and Indemnification

This section defines each party’s legal responsibilities. Contractors are generally required to perform services with professional care and may be liable for damages resulting from negligence or breach of contract. Indemnification clauses protect both parties from financial or legal claims arising from the other’s actions.

8. Legal Compliance

Independent contractor agreements must comply with applicable labor, tax, and business laws. This ensures that the contractor is legally recognized as self-employed and that the client avoids misclassification issues that could result in fines or legal disputes.

9. Dispute Resolution

To handle potential disagreements, this section outlines how disputes will be resolved — through mediation, arbitration, or court proceedings. It may also specify the governing law and jurisdiction that applies to the agreement.

Conclusion

An independent contractor agreement is essential for defining clear expectations, protecting both parties, and maintaining a professional working relationship. It ensures the contractor’s independence while providing the client with legal and operational safeguards. Whether you’re a freelancer, consultant, or business owner, having a well-drafted independent contractor agreement minimizes misunderstandings and builds a foundation of trust and accountability.