Independent Contractor Agreement Template

Hiring a freelancer or working as one? This agreement settles the four things that cause almost every dispute: what gets delivered, when you get paid, who owns the work, and how either side ends it.

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When to use it

Hiring a designer, developer, writer, consultant, or trades contractor
Working as a freelancer and needing your own paper rather than the client's
Converting a handshake arrangement into something enforceable
Any engagement over a few hundred dollars, or anything producing work you'll own and resell

Classification: the part that costs money if you get it wrong

Calling someone a contractor doesn't make them one. The IRS looks at behavioral control, financial control, and the nature of the relationship. Several states apply the stricter ABC test, where a worker is presumed an employee unless the hiring party proves the work is outside its usual course of business and the worker runs an independent trade.

Misclassification exposes the hiring party to back payroll taxes, penalties, unpaid overtime, and benefits claims. The agreement should describe a genuine contractor relationship — the contractor controls how the work is done, supplies their own tools, can take other clients, and bills rather than draws a salary.

What information you'll need

Names and addresses of both parties, and the contractor's entity type
A specific scope of work and deliverables, with dates
Payment: fixed fee, hourly rate, or milestones, plus invoice and payment timing
Who owns the deliverables and any pre-existing tools the contractor keeps
Confidentiality, and whether either side may reference the work publicly
Termination: notice period and what gets paid for work already done

IP ownership and late payment

In the United States, a contractor owns what they create unless the agreement assigns it. "Work made for hire" language alone doesn't cover most commissioned work — a present assignment of rights is what actually transfers ownership. If you're paying for a logo or a codebase, make sure the agreement assigns it on payment.

Late payment terms are worth taking seriously on the contractor side: a stated net-15 or net-30 term plus a late fee gives you something concrete to point to. If an invoice goes unpaid anyway, that written term is what makes a demand letter effective.

A note on legal advice

Easy Legal AI is not a law firm and does not provide legal advice or attorney representation. This page and the documents it creates are self-help tools. Laws differ by state and change over time — for a high-value dispute or an unusual situation, have a licensed attorney in your state review the document before you rely on it.

Frequently asked questions

›What's the difference between this and an employment contract?

An employment contract creates an employee relationship with tax withholding, benefits eligibility, and employer control over how the work is done. A contractor agreement engages an independent business for a result, leaving the method to them.

›Do I need a W-9 too?

If you're paying a US contractor $600 or more in a calendar year, collect a W-9 up front and issue a 1099-NEC after year end. The agreement and the W-9 usually get signed together.

›Can a contractor agreement include a non-compete?

It can, but enforceability varies sharply by state and several will not enforce them against independent contractors at all. A tight confidentiality clause and a non-solicit of your clients are usually more defensible.

›What if the client never pays?

Your first step is a demand letter citing the payment term in the agreement and setting a deadline. Most unpaid invoices are resolved at that stage; if not, the agreement and the letter are your evidence in small claims court.

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