Category: Freelance
Independent Contractor Agreement
Formal contractor agreement with IRS/tax classification clarity and ongoing engagement terms.
When to use
Use when engaging a contractor for ongoing work where correct tax classification (1099, not W-2) matters. Emphasizes independent-contractor status and compliance with IRS rules.
Template body
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the "Agreement") is entered into as of {{effective_date}} by and between {{company_name}} ("Company") and {{contractor_name}} ("Contractor").
1. SERVICES
Contractor will perform the following services (the "Services"): {{services_description}}
2. TERM
This Agreement begins on the Effective Date and continues until {{end_date}}, or until terminated by either Party with {{termination_notice_days}} days' written notice.
3. COMPENSATION
Company will pay Contractor {{compensation_amount}} {{compensation_structure}}. Contractor will submit invoices {{invoice_cadence}}; Company pays within {{payment_terms_days}} days of each undisputed invoice.
4. INDEPENDENT CONTRACTOR RELATIONSHIP
The Parties agree that Contractor is an independent contractor, not an employee, partner, joint venturer, or agent of Company. Specifically:
(a) Contractor controls the manner and means of performing the Services;
(b) Contractor supplies their own tools, equipment, and workspace;
(c) Contractor is free to engage other clients, subject to Section 8 below;
(d) Contractor is responsible for all federal, state, and local taxes on compensation received, including self-employment taxes;
(e) Contractor is not entitled to any Company employee benefits;
(f) Company will issue an IRS Form 1099-NEC for applicable tax years.
5. OWNERSHIP OF WORK PRODUCT
Contractor assigns to Company all right, title, and interest in all work product created in performance of the Services ("Work Product"), upon full payment of the associated compensation. Contractor retains rights to pre-existing materials and general methodologies.
6. CONFIDENTIALITY
Contractor shall hold Company's Confidential Information in strict confidence, use it only to perform the Services, and not disclose it to any third party. This obligation survives for three (3) years after termination.
7. REPRESENTATIONS
Contractor represents that (a) Contractor has the right to enter into this Agreement; (b) the Services will not infringe any third party's rights; and (c) Contractor is not subject to any non-compete or other obligation that would conflict with this Agreement.
8. NON-SOLICITATION
During the Term and for twelve (12) months after termination, Contractor shall not solicit Company's employees or customers for a competing business.
9. INDEMNIFICATION
Contractor shall indemnify Company for any losses arising from Contractor's breach of this Agreement or from any claim that Contractor should have been classified as an employee.
10. GOVERNING LAW
This Agreement is governed by the laws of {{governing_law_state}}.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
COMPANY CONTRACTOR
{{company_name}} {{contractor_name}}
Name: ________________________ Name: ________________________
Title: _______________________ Title: _______________________
Date: ________________________ Date: ________________________
Customizable fields (11)
{{company_name}} — Company name (text)
{{contractor_name}} — Contractor name (text)
{{effective_date}} — Effective date (date)
{{end_date}} — End date (date)
{{services_description}} — Services description (text)
{{compensation_amount}} — Compensation amount (text)
{{compensation_structure}} — Compensation structure (text)
{{invoice_cadence}} — Invoice cadence (text)
{{payment_terms_days}} — Payment terms (days) (number)
{{termination_notice_days}} — Termination notice (days) (number)
{{governing_law_state}} — Governing law (state) (text)