Independent contractor agreement template

Independent contractor agreement

Starting text for counsel. Replace every bracket. Do not ask anyone to sign until a lawyer has adapted this text to the parties and to the law that will govern it.

This independent contractor agreement is made on [Effective date] between [Contractor legal name], of [Contractor address] ("Contractor"), and [Client legal name], of [Client address] ("Client"). The Client engages the Contractor for a result. This text is not an employment contract, a payroll record, or a visa.

1. The result

The Contractor will produce [Result] by [Target date]. The Client describes the result, not a daily schedule. The Contractor decides how, when, and where the work is done, subject to reasonable deadlines and to access the Client must give. A right for the Client to direct the method can undermine contractor status. Counsel compares this sentence with the facts before anyone signs.

2. Tools and place

The Contractor provides the equipment, software, and workspace, except for the Client systems listed at [Client systems]. Work happens at [Place of work]. If the work must occur on the Client's site, the visit is for the result and does not turn the Contractor into staff. The Contractor follows the site's safety rules while there.

3. Other work and helpers

The Contractor may work for other clients during this agreement, unless [Exclusivity] states a narrow limit and the fee reflects it. The Contractor may delegate part of the work to a helper only if [Delegation rule] allows it. The Contractor remains responsible for the helper's work and for paying the helper. The Client does not employ the helper.

4. Taxes and benefits

The Contractor is responsible for their own income taxes, social contributions, insurance, and tools. The Client does not withhold employment taxes except where the law forces a withholding even on a contractor, and counsel writes that exception at [Withholding note]. The Contractor receives no employee benefits, no paid leave, and no severance under this text. Those sentences do not bind a labor authority, which looks at the real relationship.

5. Ownership and confidence

On full payment, the Client receives [Ownership grant] in the result created under this agreement. The Contractor keeps preexisting materials listed at [Preexisting tools] and licenses them to the Client only as embedded in the result. Each party keeps the other's non-public information private for [Confidentiality period] after the agreement ends and uses it only to perform the agreement.

6. Term, pay, and law

The Client pays [Fee] in [Currency] according to [Payment schedule]. Either party may end the agreement with [Notice days] days of written notice. The Client pays for results properly delivered through the end date. The laws of [Governing law] govern this text, without making the Contractor an employee by themselves. The parties name the courts of [Courts]. Counsel deletes any sentence that would misstate the real working relationship.

7. Invoices and expenses

The Contractor sends invoices [Invoice timing]. Each invoice states the result it covers. The Client pays within [Payment days] days. Expenses are paid only if they are listed at [Expenses] or approved in writing before they are incurred. The Contractor does not receive a salary, a bonus, or a benefit in kind under this text. If the Client disputes one line, it pays the undisputed part and writes the reason within the payment period. A late invoice does not change the price of the result.

8. Insurance and the client's site

The Contractor maintains the cover named at [Insurance] if counsel decides that this result needs it, and gives a certificate on request. The Client's site rules apply only while the Contractor is on that site. They do not become employment terms. If a safety rule would stop the result, the Contractor tells the Client, and the parties then agree a change or a pause. The Client does not deduct an insurance premium from the fee unless [Premium note] says so.

9. Ending after a breach

Either party may end the agreement if the other does not fix a material breach within [Cure days] days after written notice. Nonpayment after notice is a material breach. Ending does not erase fees already earned for a result the Client has accepted. The Contractor delivers that result in its current state. The sections on ownership, taxes, and confidence stay in force. Counsel removes any sentence about set hours or exclusive service unless the real relationship matches that sentence. The Contractor sends the result to the place named at [Delivery place]. The Client has [Review days] days to write that the result misses the description. Silence after that period is not acceptance unless counsel puts that rule in the PDF.

Signatures

Contractor

Name: [Contractor signatory name]

Title: [Contractor signatory title]

Signature: ______________________________

Date: [Contractor signature date]

Client

Name: [Client signatory name]

Title: [Client signatory title]

Signature: ______________________________

Date: [Client signature date]