Free Independent Contractor Agreement Template

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Table of Contents:

What Is an Independent Contractor
What is an Independent Contractor Agreement
How to Become an Independent Contractor
How to Hire an Independent Contractor
Writing a Contractor Agreement
Independent Contractor Agreement Sample
Related Business Documents
FAQS About Independent Contractor Agreement

What Is an Independent Contractor

An independent contractor is a freelance worker, consultant, or specialist that a company hires to carry out an essential, temporary job on their behalf.

The worker in question is contracted by the business on a short-term basis for however long it takes to complete the job as agreed.

These freelance workers differ from regular full-time employees as they will often complete their own tax forms, own their own tools, and work for numerous clients.

They will also not be entitled to the other usual employee benefits, although they may receive reasonable compensation for any expenses incurred.

Popular Agreements

There are many different types of independent contractors that can be hired by enterprises. These cover every type of industry and can vary greatly in terms of function or capabilities.

Below are some of the most popular independent contractor professions, most of which have already existed for many decades:

Legal experts and attorneys
Construction contractors
Influencer contract
Business consultants
Interior Designer
PR agencies
Writers and journalists
Graphic designers
Nanny or babysitter
Cleaning
Sales
Realtor
Physician
Truck driver
Caregiver
Esthetician, manicurist, hair stylist
Real estate agent
Nurse practitioner
Massage therapist
Mental health worker
Pet sitter
Travel agent
Healthcare worker
Dentist
Taxi driver

Trending Agreements

Due to the era of digitalization, many new types of jobs have come into existence in recent years. With the advent of innovative technologies and different societal trends, there are more possibilities for people that want to be independent contractors than ever before.

In the following list, you can find examples of the modern independent contractor jobs that are currently most trending:

Photographer
DJ
Amazon reseller
Uber driver
Landscaper
Package delivery
Roadside assistance
Delivery driver
HVAC maintenance
Personal trainer
Yoga instructor
Programmer
Marketing consultant
Animal groomer or dog-walker
Website designer
Copywriter
Blogger
Youtuber

What is an Independent Contractor Agreement

The contract signed between a contractor and their client is known as an Independent Contractor Agreement. This legal document is designed to outline the core elements of the transaction between the hiring client and the contractor.

An Independent Contractor Agreement can also be known as a:

Freelance Contract
Consulting Agreement
General Contractor Agreement
Contractor Agreement

How to Become an Independent Contractor

If the flexibility and freedom of being self-employed appeals to you personally, you may consider becoming an independent contractor. There are however a few important steps that you’ll need to complete in order to do so.

First of all you’ll have to register your new business with your local state. Even if you’re working independently without additional staff, you must create a record of the business. That means choosing a name for your new enterprise, getting a business license, registering as an LLC or as an S-Corp as necessary, and writing a business plan.

Once you’re properly set-up with the correct credentials and you’ve created a business bank account, you’ll then be able to start working with clients. You can do this by advertising your services locally or building up a strong reputation through your networks or word of mouth.

How to Hire an Independent Contractor

Companies and individuals often hire independent contractors when they require a service that they cannot perform without outside help. The process of choosing and recruiting a contractor is a relatively straightforward procedure.

Generally, the hiring process for independent contractors follows these steps:

A contractor is chosen: For the first step of the process, clients need to identify a suitable freelancer who can fulfill the requirements of the project or task.
Negotiations with the contractor should be held: Clients should discuss the potential terms of any future agreements with the contractor they’re approaching. This will help decide important key points of the contract such as its length and the amount of money the freelancer will be paid.
The contractor must complete IRS Form W-9: Before the Independent Contractor Agreement is completed and signed the chosen freelancer must complete IRS Form W-9. This records their Social Security number and Employer Identification Number (EIN) and allows their details to be kept on file by the client.
Create the Independent Contractor Agreement: Now that the main outline of the agreement has been defined between client and contractor it’s time to create the actual document. Start your own Contractor Agreement here on LawDistrict now and follow our simple step-by-step instructions to set up a personalized final document.
Sign the agreement: In the last step of this process the completed Independent Contractor Agreement needs to be signed by both parties to make it legally binding. It’s not a legal obligation to have the document signing witnessed, although some financial institutions insist on this as a requirement.

Writing a Contractor Agreement

It’s essential to be specific when writing a Contractor Agreement. The final result will be a binding legal contract between you and your client or contractor. The details should be clear and comprehensible so that they can be easily understood.

To make all the terms and conditions of the deal extra explicit, write in full sentences on the template. You should also avoid ambiguous terms and abbreviations that could lead to misunderstandings and possible legal challenges.

Additionally, make sure to use consistent terminology. Don’t refer to parties by their names in clauses and when describing additional terms. Instead, use established contractual terms, such as ‘Client’ or ‘Contractor’.

A completed Contractor Agreement explains the most important features of what has been agreed upon.

Doing so creates a record of what services need to be done and how the freelancer will be compensated for their work. The terms of the contract will stipulate elements of the deal such as:

The services the contractor will provide
How long the project will take
How much the client will pay the contractor (including any reasonable expenses)
Additional clauses on confidentiality, intellectual property rights and steps for ending the contract early

Independent Contractor Agreement Sample

It’s often difficult to perfectly envision completed Contractor Agreement templates before creating one for yourself. Review our Independent Contractor Agreement sample before you begin, to make the process of writing your own document more simple and to give you a better idea of what your final draft should look like.

Independent contractor agreement sample form

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FAQS About Independent Contractor Agreement

There are many questions that arise around the subject of Independent Contract Agreements. If you’re still a little unsure how these essential legal contracts work look over our FAQs now for the answer you need.

How To File Taxes as an Independent Contractor?

In addition to filing their usual personal tax return, independent contractors must file Form 1099 when they provide their annual declaration. This is necessary for self-employed workers as they must pay an additional 15% tax for their Social Security and Medicare needs.

The taxes paid by a company or client as part of an Independent Contractor Agreement do not count towards the freelancer’s tax return. Contractors are responsible for paying their own taxes and must ensure to keep enough money aside to cover their tax obligations.

What Forms Do I Need To Hire an Independent Contractor?

The most important document you will need to hire freelancers and independent contractors is an Independent Contractor Agreement. This outlines the terms of a deal between a client and contractor and makes the agreed terms legally binding.

It will also be necessary to have an IRS form W-9 available when you begin the process of hiring a contractor. This is to be completed by the freelancer, detailing his/her Social Security number (SSA) and Employer Identification Number (EIN) before the final agreement is signed. The completed Form W-9 is then kept by the client for their records.

Independent Contractor VS Employee: What is the Difference?

A clear distinction is usually drawn between contractors and employees. Freelancers can’t work constantly and exclusively for the same employer or they may lose their independent contractor status.

However, the big benefit of working as a contractor is freedom and independence. You can still choose who you work for but you don’t need to stay employed with them for any longer than necessary. You also have more autonomy over how you do your work as you have no managers or bosses to answer to.

Hiring contractors with an Independent Contractor Agreement can also be beneficial for companies too. It allows them to flexibly get the expertise they need for as long as they need it without shelling out for the usual HR costs and tax payments they would have to pay to hire a full time employee.

You are only a few steps away from your own Independent Contractor Agreement!

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Preview of your Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is dated as of _________.

BY AND BETWEEN CLIENT:
_________
with its principal place of business located at _________
(the "Client")

AND CONTRACTOR:
_________
with a principal place of business at _________
(the "Contractor")

PURPOSE OF HIRING THE CONTRACTOR

1. The Company (The Client) has engaged the Service Provider or Contractor because he/she possesses special skills and qualifications, as well as knowledge and experience necessary to provide services which are of value to the Company (The Client).

2. The Contractor has agreed to be engaged as an Independent Contractor to provide the Company the services set forth, in accordance with the terms and conditions of this Agreement.

NOW, THEREFORE, AND IN CONSIDERATION OF the premises and mutual promises described above, as well as the covenants and agreements herein set forth, the Company and the Independent Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

SCOPE OF SERVICES

1. The Company (The Client) hereby engages the services of the Independent Contractor, and the Independent Contractor agrees to provide to the Company the services described further herein (the"Services"):

• _________.

2. The Services shall also include any and all other tasks agreed to by the Parties, in accordance with the terms and conditions of this Agreement.
***The Independent Contractor hereby agrees to provide such Services to the Company, and The Company agrees to not control the manner or means by which the Independent Contractor performs the Services [including but not limited to the time and place the Independent Contractor performs the services].

TERM OF AGREEMENT

3. The term of this Agreement (the "Term") shall be valid from the date of this Agreement and shall remain in full force and effect until all Services are provided, unless terminated earlier, or unless extended by mutual agreement expressed in writing signed by both parties prior to the expiration of the term, as provided herein.

PERFORMANCE

4. The Parties agree to do their best efforts to satisfy the performance of the terms of this Agreement.

COMPENSATION

5. During the Term, the Company shall pay the Independent Contractor for services as follows: a flat fee of $_________ (the "Compensation").

6. The Independent Contractor shall submit an invoice to the Company when all services have been completed.

7. Payment for invoices submitted to the Company by the Independent Contractor are due within _________ days of receipt of the invoice from the Independent Contractor.

8. Provided that the Company terminated the Agreement before all services are completed by the Independent Contractor and the latter has provided partial services under the Agreement, he or she shall be entitled to payment in compensation for the amounts earned for services given prior to the effective date of such termination. However, the Independent Contractor shall be entitled to such payment if and only if he or she has not breached the Agreement.

9. The Company shall be responsible for all taxes and any applicable duties, as may be required by law, attributable to the compensation payable to the Independent Contractor. Moreover, the Company shall pay to the Independent Contractor the compensation herein agreed by the Parties.

10. The Independent Contractor shall be responsible for paying all ordinary and necessary expenses incurred in connection with the provision of the services and shall not be reimbursed for any of these expenses.

LATE PAYMENT PENALTIES

11. The Company agrees to pay to the Independent Contractor an additional fee of _________% per month on the amount owed for being late on payment.

TRADE SECRETS

12. Trade secrets (the "Trade Secrets") is defined as information, including any kind of formula or compound, pattern or test results, compilation, program, device, method, technique or process, tool or mechanism that: 1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons, other than the Company that owns it, who can obtain economic value from its disclosure or use; and, 2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy in order to protect the Company from being caused economical harm.

13. The Independent Contractor agrees that he or she will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Independent Contractor has obtained, unless as otherwise authorized by the Company, agreed by the Parties or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

14. Confidential Information Belongs to Company: All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to the Company, and the Independent Contractor agrees to return the originals and all copies of such materials in his possession, custody or control to the Company upon request or upon termination or expiration of the Term of this Agreement.

Confidential Information shall not, however, include the following: Any information which the Independent Contractor can establish that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the Independent Contractor by the Company; (ii) becomes publicly known and made generally available after disclosure to the Independent Contractor by the Company through no action or inaction of the Independent Contractor; (iii) is in the possession of the Independent Contractor, without confidentiality restrictions, at the time of disclosure by the Company as shown by the Independent Contractor's then-contemporaneous files and records kept in the ordinary course of business; or (iv) readily ascertainable or independently developed.

OWNERSHIP OF INTELLECTUAL PROPERTY

15. All intellectual property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression or created independently by the Company, and any related material, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, as well as, any other original works of authorship included, will be considered a “work made for hire" and the sole and exclusive property of the Company. Thus, the use by the Company of its Intellectual Property will not be restricted in any manner or form.

16. The Company shall own all the Independent Contractor work product or deliverables in this Agreement; all ideas, inventions, concepts, know-how, development tools, techniques, and any other propriety material or information that may be developed by the Independent Contractor in connection with performance of the services, and all related patent rights, copyrights, and other intellectual property rights, and which the Independent Contractor shall not use for any purpose, unless as authorized in this Agreement by the Company. The Independent Contractor shall be responsible for any and all damages resulting from the unauthorized use of the Company`s Intellectual Property.

RETURN OF PROPERTY

17. Upon the written request of the Company, the Independent Contractor shall return all documents and other tangible objects, which in any way relate to the Company´s Confidential Information, or any other type of documents representing Confidential Information and all copies thereof which are in the possession of the Independent Contractor shall be and remain the property of the Company. Upon termination of this Agreement, any property, documentation, records, or confidential information which is the property of the Client shall be promptly returned to said party upon its request. In no event shall the Independent Contractor have the right to use or exploit the Company's property for any purpose after its return.

CAPACITY/INDEPENDENT CONTRACTOR

18. The Company and the Independent Contractor each expressly agree that they are creating an independent contractor relationship and that the Parties understand that in providing the services under this Agreement nothing can be understood and construed as creating an employer-employee relationship. Thus, the Independent Contractor shall not be considered as an employee by the Company under this Agreement for any purpose and shall not be entitled to receive or participate in any medical, retirement, vacation, paid or unleave, or other benefits provided by the Company to its employees. The Independent Contractor is exclusively responsible for all Social Security, self-employment, and income taxes, disability insurance, workers' compensation insurance, and any other statutory benefits otherwise required to be provided by employees, and all fees and licenses, if any, required for the performance of the services. Immediately upon entering into this Agreement, the Independent Contractor agrees to be responsible for providing the Company with a completed and signed W-9 form, Request for Tax Payer Identification Number. The Company will report all income to the Independent Contractor and the Independent Contractor is responsible for all income and/or other local, state and federal taxes obligations, if any, including but not limited to all reporting and payment obligations, if any, which may arise as a consequence of any payment under this Agreement.

NOTICE

19. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given by first class U.S. Mail, registered or certified, return receipt requested, postage pre-paid and delivered to the Parties at the following addresses:

a. _________
_________

b. _________
_________

INDEMNIFICATION

20. The Parties shall indemnify, defend and hold harmless each other and its respective subsidiaries, affiliates, officers, employees, contractors, and agents, even beyond the termination of this Agreement, from and against all claims and losses (including costs of defense and reasonable attorney's fees) of any nature arising out of, resulting from, or relating to, the Independent Contractor's provision of services or violation of the terms of this Agreement. This indemnification will survive the termination of this Agreement.

MODIFICATION OF AGREEMENT

21. This Agreement cannot be modified, or any performance or condition waived, in whole or in part, except by a written document signed by the Party or an authorized representation of said Party against whom enforcement of the modification or waiver is sought.

ASSIGNMENT AND SUBCONTRACTORS

22. The Independent Contractor shall not assign, sell, transfer, delegate, or otherwise dispose of any Independent Contractor rights or material duties or obligations under this Agreement without the express written consent of the Company. Any purported assignment, transfer, or delegation without the consent of the Company shall be void.
Furthermore, all services must be performed by the Independent Contractor and Independent Contractor shall not use, voluntarily or by operation of law, any subcontractors to perform any duties or responsibilities under this Agreement, except with the written consent of the Company

ENTIRE AGREEMENT

23. This Agreement, including all attachments, contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces any prior agreement, written or oral that may otherwise apply. Any statement, representations, and/or understanding not set in this Agreement, including the printed terms of any invoice or other document, such as warranties, collateral agreement or condition affecting this Agreement, shall have no force or effect. over this Agreement.

GOVERNING LAW

24. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of _________.

SEVERABILITY

25. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and effective under applicable law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, it shall be deemed separable from, and shall in no way affect the validity or enforceability of, the remaining provision of this Agreement, and the rights and obligations of the parties shall be enforced.

WAIVER

26. No waiver by either Party of any default or breach of any of the provisions of this Agreement shall in any way prejudice the complying Party or be construed as a waiver with respect to any subsequent default or breach by the other Party.

IN WITNESS WHEREOF the Parties have hereunto signed their names under hand and seal on this _________.

_____________________________ _________	_____________________________ WITNESS: ____________________




_____________________________ _________	_____________________________ WITNESS: ____________________