Free Independent Contractor Agreement

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Frequently Asked Questions

What is the Governing Law?The governing law for a INDEPENDENT CONTRACTOR AGREEMENT is usually the place where the actions of the parties (the service) will be performed. Where agreed by all parties, the governing law could be another applicable jurisdiction.
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INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated this 21st day of December, 2014

BETWEEN


_________________________ of ______________________________, ______________________________,
(the "Customer")

- AND -


_________________________ of ______________________________, ______________________________,
(the "Contractor").

BACKGROUND:

  1. The Customer is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Customer.
  2. The Contractor is agreeable to providing such services to the Customer 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 Customer and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Customer hereby agrees to engage the Contractor to provide the Customer 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 Customer.
  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 by mutual written agreement of the Parties.
  6. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide thirty (30) days notice to the other Party.
  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 Customer will provide compensation (the "Compensation") to the Contractor of _____0.00 per hour.
  13. The Compensation will be payable upon completion of the Services.
  14. Capacity/Independent Contractor
  15. 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 Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  16. Notice
  17. 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. _________________________
      ______________________________
      ______________________________, , _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________
    2. _________________________
      ______________________________
      ______________________________, , _________________________
      Fax: (_____) _______-_____________
      Email: ______________________________

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

  18. Modification of Agreement
  19. 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.
  20. Time of the Essence
  21. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  22. Assignment
  23. 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 Customer.
  24. Entire Agreement
  25. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  26. Titles/Headings
  27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  28. Gender
  29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  30. Governing Law
  31. 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 State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.
  32. Severability
  33. 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.
  34. Waiver
  35. 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 21st day of December, 2014.

     
   

_____________________________

   

_________________________ (Customer)


     
   

_____________________________

   

_________________________ (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
Employee
  • 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.
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