Free Independent Contractor Agreement

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Frequently Asked Questions

Who should use an Independent Contractor Agreement?An Independent Contractor Agreement should be used by any contractor, freelancer, or consultant that is being paid to complete work for a client.

This contract can also be used by anyone who is hiring a contractor.
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THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated this 26th day of August, 2016


_________________________ of ______________________________, ______________________________, Virginia _________________________

(the "Client")

- AND -

_________________________ of ______________________________, ______________________________, Virginia _________________________

(the "Contractor").


  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Contractor to provide the Client with services (the "Services") consisting of:
    • _______________________________________________________________
  3. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
  6. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  7. Performance
  8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  9. Currency
  10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
  11. Compensation
  12. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor of a fixed amount of $0.00.
  13. The client will be invoiced after the work is complete.
  14. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
  15. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
  16. Reimbursement of Expenses
  17. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
  18. Confidentiality
  19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  20. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
  21. Ownership of Intellectual Property
  22. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  23. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  24. Return of Property
  25. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  26. Capacity/Independent Contractor
  27. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  28. Notice
  29. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows:
    1. _________________________
      ______________________________, Virginia, _________________________
    2. _________________________
      ______________________________, Virginia, _________________________

    or to such other address as any Party may from time to time notify the other.

  30. Indemnification
  31. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  32. Dispute Resolution
  33. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
  34. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is unavailable or is not successful in resolving the entire dispute, any outstanding issues will be submitted to final and binding arbitration in accordance with the laws of the Commonwealth of Virginia. The arbitrator's award will be final, and judgment may be entered upon it by any court having jurisdiction within the Commonwealth of Virginia.
  35. Modification of Agreement
  36. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  37. Time of the Essence
  38. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  39. Assignment
  40. The Contractor will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  41. Entire Agreement
  42. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  43. Enurement
  44. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  45. Titles/Headings
  46. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  47. Gender
  48. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  49. Governing Law
  50. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the Commonwealth of Virginia, without regard to the jurisdiction in which any action or special proceeding may be instituted.
  51. Severability
  52. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  53. Waiver
  54. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 26th day of August, 2016.




_________________________ (Client)




_________________________ (Contractor)

Independent Contractor Agreement

Alternate Names:

An Independent Contractor Agreement is also known as:

  • Freelance Contract
  • Consultant Agreement
  • General Contractor Agreement
  • Subcontractor Agreement
  • Consulting Services Agreement

What is an Independent Contractor?

Also known as a consultant or freelancer, an independent contractor is a business or individual that typically works for his or herself and provides a product or service for a customer in exchange for monetary compensation.

What is an Independent Contractor Agreement?

An Independent Contractor Agreement is a written contract that spells out the terms of the working arrangement between a contractor and customer, including the services provided; terms and length of the project or service; payment details; and confidentiality, non-solicitation and dispute resolution clauses.

Who can use an Independent Contractor Agreement?

  • Contractors, freelancers or consultants who wish to have a written agreement with their client.
  • Customers, clients or businesses who hire contractors and wish to outline the service arrangement through a written contract.

What is the difference between an Independent Contractor and an Employee?

While there are many ways to distinguish an employee from a contractor, here are some of the most common ways an employer can differentiate between the two types of workers.

Independent Contractor
  • May have more than one customer
  • Invoices his or her customers
  • Has a personal investment in contracting business and may incur profit and loss as a result
  • Contractor's customer has little overview of the work or services being provided
  • Signed an Independent Contractor Agreement
  • Works on a contractual basis
  • May hire employees to help complete services
  • No employment benefits
  • The employer controls how the employee's work is carried out, and when and where the employee works
  • Employer controls the employee's wages
  • May receive employment benefits, such as medical, pension, vacation or sick pay
  • Signed an Employment Contract
  • May undergo employment reviews
  • Receives in-house training
  • Employer created his or her job description

Why is it important to classify workers as either Independent Contractors or Employees?

Classifying a worker correctly allows an employer to file its taxes accordingly and ensures the employer is complying with employment laws.

Employers must pay a portion of payroll taxes on their employees, whereas independent contractors conduct their own personal tax filings.

How do I address confidentiality in an Independent Contractor Agreement?

Confidentiality is a concern for customers who may be entrusting private or sensitive material when hiring an independent contractor to carry out a service for their company.

In a contractor agreement, you can include terms to prevent a freelancer from divulging information about your business. There are also terms about non-solicitation and non-competition in the event there are conflict of interests in the industry or a risk of competition.

Related Documents:

  • Consulting Agreement: Similar to an Independent Contractor Agreement, this contract is used to outline the arrangement between a consultant and customer.
  • Service Agreement: Used to cover the terms of a service between a customer and service provider.
  • Employment Contract: A contract used between an employer and employee to address the terms of employment.
Sample Independent Contractor Agreement


Independent Contractor Agreement

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