Section 1
Scope of Services
Vague scope leads to scope creep. Define deliverables, timelines, and acceptance criteria explicitly.
US (General)
Independent Contractor Agreement
A professional starting-point template for hiring independent contractors in the US. Covers scope, payment, IP ownership, confidentiality, and termination.
Template is a starting point. The contract you're asked to sign may differ. Check your actual contract →
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Independent Contractor Agreement
This Independent Contractor Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:
Client: [CLIENT NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [CLIENT ADDRESS] ("Client")
Contractor: [CONTRACTOR NAME], an individual residing at [CONTRACTOR ADDRESS] ("Contractor")
(Client and Contractor may be referred to individually as a "Party" and collectively as the "Parties").
1. Services
Contractor shall perform the services described in Exhibit A ("Services") in a professional and workmanlike manner, consistent with industry standards. Contractor shall devote such time and effort as necessary to complete the Services in accordance with the timeline set forth in Exhibit A.
Contractor shall: - Provide all tools, equipment, and materials necessary to perform the Services - Comply with all applicable laws and regulations - Not delegate or subcontract the Services without Client's prior written consent
2. Independent Contractor Status
Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship. Contractor: - Controls the manner and means of performing the Services - Is responsible for all taxes, insurance, and benefits - Is not entitled to employee benefits (health insurance, retirement, paid time off, etc.) - May perform services for other clients
3. Term
This Agreement begins on the Effective Date and continues until: - Completion of the Services per Exhibit A, or - Termination per Section 8
4. Compensation
Fees: Client shall pay Contractor [AMOUNT] per [HOUR / PROJECT / MILESTONE] as detailed in Exhibit B.
Payment Terms: - Invoices submitted [WEEKLY / BI-WEEKLY / MONTHLY / UPON MILESTONE] - Payment due within 15 days of invoice receipt - Late payments accrue interest at 1.5% per month (or maximum allowed by law)
Expenses: Pre-approved expenses reimbursed within 15 days of receipt submission.
5. Intellectual Property
Work Product: All work product, deliverables, inventions, designs, code, and materials created by Contractor in performing the Services ("Work Product") shall be the exclusive property of Client upon full payment of all fees due.
Pre-Existing IP: Contractor retains all rights to pre-existing intellectual property, tools, libraries, and frameworks used in performing the Services ("Contractor IP"). Client receives a perpetual, non-exclusive, royalty-free license to use Contractor IP solely as incorporated in the Work Product.
Moral Rights: Contractor waives all moral rights in the Work Product to the extent permitted by law.
6. Confidentiality
Definition: "Confidential Information" means non-public information disclosed by either Party, including trade secrets, business plans, customer data, financial information, and technical data.
Obligations: Each Party shall: - Hold Confidential Information in strict confidence - Use it only for performing this Agreement - Not disclose to third parties without written consent (except as required by law) - Protect it with at least the same care as its own confidential information
Exceptions: Not confidential if: publicly known, independently developed, rightfully received from third party, or required by law.
Term: Confidentiality obligations survive for 3 years after Agreement termination.
7. Non-Solicitation
During the Term and for 12 months after termination, Contractor shall not solicit or hire any Client employee or contractor who worked on the Services.
8. Termination
For Convenience: Either Party may terminate with 15 days written notice.
For Cause: Either Party may terminate immediately if the other Party: - Materially breaches this Agreement and fails to cure within 10 days of notice - Becomes insolvent or subject to bankruptcy proceedings
Effect of Termination: - Client pays for Services performed through termination date - Contractor delivers all Work Product and Client property - Sections 5, 6, 7, 9, 10 survive termination
9. Limitation of Liability
EXCEPT FOR: (a) breach of confidentiality, (b) IP infringement, (c) gross negligence/willful misconduct, or (d) payment obligations:
NEITHER PARTY SHALL BE LIABLE FOR: indirect, incidental, special, consequential, or punitive damages, or lost profits.
LIABILITY CAP: Each Party's total liability shall not exceed the total fees paid or payable by Client in the 12 months preceding the claim.
10. Indemnification
Contractor shall indemnify Client against claims arising from Contractor's negligence or willful misconduct. Client shall indemnify Contractor against claims arising from Client's use of Work Product beyond the scope of this Agreement.
11. General Provisions
Governing Law: [STATE] law, without regard to conflict of laws principles.
Dispute Resolution: Good faith negotiation → Mediation in [CITY, STATE] → Binding arbitration.
Entire Agreement: This Agreement (including Exhibits) constitutes the entire understanding.
Amendments: Only in writing signed by both Parties.
Assignment: Neither Party may assign without prior written consent (except to affiliates or successors).
Notices: Via email to addresses above, effective upon receipt.
Severability: If any provision is unenforceable, the remainder remains in effect.
Counterparts: May be executed electronically in counterparts.
Signatures
CLIENT
By: ____ Name: ___ Title: ____ Date: ___
CONTRACTOR
By: ____ Name: ___ Title: ____ Date: ___
Exhibit A: Scope of Services
[DETAILED DESCRIPTION OF SERVICES, DELIVERABLES, TIMELINES, AND ACCEPTANCE CRITERIA]
Exhibit B: Compensation Schedule
[DETAILED FEE STRUCTURE, MILESTONES, PAYMENT SCHEDULE]
Key Clauses — What to Watch
These clauses often contain terms that favor the other party. Review carefully before signing.
Section 4
Payment Terms
Net-30 or Net-60 favors the client. Push for Net-15 or payment upon milestone completion.
Section 6
Intellectual Property Assignment
Ensure work product IP transfers to you upon full payment. Watch for overbroad clauses claiming pre-existing IP.
Section 8
Termination
Both parties should be able to terminate with reasonable notice. Avoid lock-in without cause.
Section 9
Liability Limitation
Contractor liability should be capped (e.g., fees paid in last 12 months). Unlimited liability is a red flag.
Section 7
Confidentiality
Mutual confidentiality protects both sides. Define what's confidential and for how long.
Did the client send you their own version instead?
This template is a starting point. The contract from the other party may have different terms — broader liability, weaker IP protection, unfavorable termination, or hidden fees.
Upload Client's Contract →Frequently Asked Questions
Is this template legally binding?
This template is a professional starting point. When properly executed by both parties, it can form a binding contract. However, laws vary by jurisdiction and specific circumstances. Consider having a qualified attorney review your final agreement.
Can I use this for international contractors?
This template is designed for US domestic engagements. For international contractors, you'll need to address jurisdiction, governing law, tax treaty implications, and local labor law classification risks. Consult local counsel.
What's the difference between an employee and independent contractor?
Classification depends on control, independence, and economic reality tests (varying by state and federal law). Misclassification carries significant penalties. This template assumes a valid independent contractor relationship.
Does this template include a non-compete?
No. Non-competes are increasingly restricted or unenforceable in many US states. Consider a narrowly tailored non-solicitation clause instead, and check your state's current laws.
Modifying this template or signing a draft from the other party?
Don't sign blind. Workmatic checks important contract risks before you sign.
Upload Contract for AnalysisDisclaimer: Templates and analysis are provided for general informational purposes and do not constitute legal advice. Laws and requirements vary by jurisdiction. Consult a qualified attorney for your specific situation.