Your Company Name
Company
Your Company, LLC
123 Business Avenue
City, State 00000
contracts@yourcompany.com
+1 (555) 000-0000
City, State 00000
contracts@yourcompany.com
+1 (555) 000-0000
Contractor
Contractor Full Name
456 Contractor Street
City, State 00000
contractor@email.com
+1 (555) 000-0000
EIN / SSN: On file
City, State 00000
contractor@email.com
+1 (555) 000-0000
EIN / SSN: On file
1. Services
Contractor agrees to provide the following services to Company on an as-needed basis:
[Describe the services — e.g., software development, marketing consulting, graphic design, accounting, etc.]
Contractor will perform services at times and locations of Contractor's choosing, subject to deadlines agreed upon in writing between the parties.
[Describe the services — e.g., software development, marketing consulting, graphic design, accounting, etc.]
Contractor will perform services at times and locations of Contractor's choosing, subject to deadlines agreed upon in writing between the parties.
2. Compensation & Invoicing
Company agrees to pay Contractor at the rate of $85.00 per hour.
Contractor will submit invoices bi-weekly. Company will pay undisputed invoices within 14 days of receipt.
Contractor is responsible for all self-employment taxes, federal and state income taxes, and any other obligations arising from this compensation. Company will issue IRS Form 1099-NEC as required by law.
Contractor will submit invoices bi-weekly. Company will pay undisputed invoices within 14 days of receipt.
Contractor is responsible for all self-employment taxes, federal and state income taxes, and any other obligations arising from this compensation. Company will issue IRS Form 1099-NEC as required by law.
3. Independent Contractor Status
Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Company. Contractor will not be entitled to any employee benefits including health insurance, retirement plans, paid time off, or workers' compensation.
Contractor may perform services for other clients, provided it does not create a conflict of interest or breach any other terms of this Agreement.
Contractor may perform services for other clients, provided it does not create a conflict of interest or breach any other terms of this Agreement.
4. Confidentiality & Non-Disclosure
Contractor agrees to hold in strict confidence all proprietary information, trade secrets, client data, business strategies, and technical information disclosed by Company ("Confidential Information").
Contractor will not disclose Confidential Information to any third party without prior written consent. This obligation survives termination of this Agreement for a period of 3 years.
Contractor will not disclose Confidential Information to any third party without prior written consent. This obligation survives termination of this Agreement for a period of 3 years.
5. Intellectual Property & Work Product
All work product, inventions, developments, and deliverables created by Contractor in connection with this Agreement ("Work Product") shall be considered work made for hire and shall be the exclusive property of Company.
To the extent any Work Product does not qualify as work made for hire, Contractor hereby assigns to Company all rights, title, and interest in such Work Product. Contractor will execute any documents necessary to effectuate this assignment.
To the extent any Work Product does not qualify as work made for hire, Contractor hereby assigns to Company all rights, title, and interest in such Work Product. Contractor will execute any documents necessary to effectuate this assignment.
6. Non-Solicitation
During the term and for 12 months after termination, Contractor agrees not to directly solicit Company's clients or employees for competing work without prior written consent from Company.
7. Termination
Either party may terminate this Agreement with 14 days' written notice. Company may terminate immediately for cause (material breach, misconduct, or non-performance).
Upon termination, Contractor shall promptly deliver all work product, materials, and Company property. Company shall pay for all work completed and accepted prior to the termination date.
Upon termination, Contractor shall promptly deliver all work product, materials, and Company property. Company shall pay for all work completed and accepted prior to the termination date.
8. Governing Law
This Agreement shall be governed by the laws of the State of [Your State]. Any disputes shall first be addressed through good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in [Your City, State].
Company Authorized Signature
Print Name: _____________________
Title: _____________________
Date: _____________________
Title: _____________________
Date: _____________________
Contractor Signature
Print Name: _____________________
Date: _____________________
Date: _____________________
This template is for informational purposes only and does not constitute legal advice. Consult a qualified attorney for your specific situation.
Independent Contractor Agreement FAQ
What is an independent contractor agreement?
An independent contractor agreement (ICA) is a contract between a company and a self-employed person who provides services without being classified as an employee. It defines the scope of work, compensation rate, contractor status, confidentiality obligations, intellectual property ownership, and termination terms.
What is the difference between an employee and an independent contractor?
An independent contractor controls how and when they work, provides their own tools, may work for multiple clients simultaneously, and is responsible for their own taxes and insurance. An employee works under the company's direction and supervision, receives benefits, and has taxes withheld. Misclassifying employees as contractors can result in significant IRS penalties and back-tax liability.
Is this independent contractor agreement template free?
Yes, completely free — no account, no watermark, no time limit. Edit and download as many ICAs as you need for your business.
Does an independent contractor pay their own taxes?
Yes. Independent contractors pay self-employment tax (15.3% covering Social Security and Medicare) plus federal and state income taxes on a quarterly estimated basis. They receive 1099-NEC forms (not W-2s) from clients who pay $600 or more in a year. This is an important distinction to document clearly in the agreement.
Is this agreement enough to avoid employee misclassification?
A written contract is important but is not the only factor. The IRS and state agencies look at the actual working relationship — who controls how work is done, who provides tools, whether the person works for multiple clients, etc. This template is a starting point; consult an employment attorney to ensure your arrangement meets the legal standards in your jurisdiction.