Free Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client

____________________________________________________

(the "Client")

Contractor

____________________________________________________

(the "Contractor")

BACKGROUND

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

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:

Services Provided
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
- _______________________________________________________________
  _______________________________________________________________.
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.
Term of Agreement
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 may be extended with the written consent of the Parties.
Performance
The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
Compensation
The Contractor will charge the Client a flat fee of $__________ for the Services (the "Compensation").
The Client will be invoiced when the Services are complete.
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.
Reimbursement of Expenses
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
All expenses must be pre-approved by the Client.
Confidentiality
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.
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 and will survive indefinitely upon termination of this Agreement.
Ownership of Intellectual Property
All intellectual property and 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, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
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.
Return of Property
Upon the expiration 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.
Capacity/Independent Contractor
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. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
Right of Substitution
Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
Autonomy
Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
Equipment
Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
No Exclusivity
The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
Notice
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 at the following addresses:
1. ______________________
  ______________________________
2. ______________________
  ______________________________
or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
Indemnification
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.
Modification of Agreement
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.
Time of the Essence
Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
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.
Entire Agreement
It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
Enurement
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.
Titles/Headings
Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of the State of Ohio.
Severability
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.
Waiver
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 ________ day of ________________, ________.

__________________________

Per:

____________________________

(Seal)

Officer's Name: __________________________

_______________________________

______________________ (Contractor)

Need an Independent Contractor Agreement in Spanish?

Use our Contrato de Contratista Independiente.

What is an Independent Contractor Agreement?

An Independent Contractor Agreement is a written contract that defines the working relationship between a business and a self‑employed individual.

This contract outlines the services or tasks the contractor will complete, alongside the terms and conditions of the working arrangement.

An Independent Contractor Agreement can also be called a:

Freelance worker contract
Subcontractor agreement (when applicable)
Self-employed worker contract

Create your custom Independent Contractor Agreement in minutes with our guided builder.

Should I use an Independent Contractor Agreement?

Businesses, clients, and independent contractors should use an Independent Contractor Agreement because it benefits and protects all parties by providing evidence of all the terms and conditions.

Verbal agreements can be valid. However, having a written agreement can benefit the worker and the client by:

Outlining the rate, payment schedule, and any reimbursed expenses
Providing terms on the scope and timeline of work or services
Expressing the legal obligations of all parties
Creating proof of agreed-upon terms if an issue occurs and outlining dispute resolution

Where relevant, an agreement further benefits both parties by determining intellectual property (IP) ownership for copyright materials created during the contract and documenting clear termination clauses.

For example, termination clauses clarify how and when either party can end the contract, reducing the risk of breaching the agreement.

If you choose not to include a termination clause, but later find you need one, you can use LawDepot’s Termination Agreement to record the mutual cancellation of your contract.

When to use an Independent Contractor Agreement

Whether you’re a self-employed contractor or the client, use a freelance agreement once both parties have agreed to the project scope, timeline, and terms.

Having all parties sign before work commences can help ensure that there are no doubts about the terms and work arranged between both parties and reduce the possibility of disputes.

Who are classified as Independent Contractors?

Independent contractors are self-employed individuals or business entities that work in the freelance and gig economy, and can take on multiple contracts at their discretion.

Independent contractors can also be referred to as subcontractors when they’re hired by a head contractor engaged on a project to fulfill specific aspects of that project.

Subcontractors can work in many different specialties and industries:

Skilled tradespeople

Landscapers
Carpenter
Painters
Builders
Electricians

Professionals

Computer service technicians
Marketing specialists
Freelance writers
Consultants
Artists

Transportation providers

Limo services
Independent couriers (e.g., truck-driving owner-operators)

Administrative specialists

Self-employed administrative representatives
Bookkeepers
Scheduling support

Other specialists

Social media influencers
Videographers
Caterers
Cleaners

Independent Contractors vs Employees

Independent contractors and employees may perform similar tasks, but their working relationships differ in key areas.

Independent contractors:

Set their own schedules
Use their own tools and equipment
Often work with multiple clients at the same time

Employees:

Work under an employer’s supervision
Receive employment benefits
Have payroll taxes withheld by their employer

Independent contractors are not employees, even if they’re doing comparable work.

Misclassifying workers—intentionally or not—can have serious consequences. Businesses that deliberately label employees as independent contractors to avoid paying wages or benefits may be required to repay taxes, back pay, and penalties.

Reporting Income

Independent contractors report earnings on Form 1099‑NEC (Nonemployee Compensation)
Employers report employee wages on Form W‑2 (Wage and Tax Statement)

Determining Worker Classification

Courts and auditors look beyond contract titles and evaluate the actual nature of the working relationship, focusing on factors such as:

Is the worker free to earn profit—or risk loss—based on their own business choices rather than a manager’s direction?
Does the worker provide their own tools, materials, and marketing investment?
Does the worker serve multiple clients at once or work on project‑based contracts with specific end dates?
Does the worker control their payment rate, schedule, and which contracts to accept?

Learn more about the key differences between these two classifications by visiting our guide on Employees vs. Independent Contractors.

How do I create an Independent Contractor Agreement?

1. State the location of the contract

Since different states have unique rules and regulations, you must choose the law of one particular state to govern the operation of your contract.

Most people choose the state where the contract will be performed. Others select the state where one or more of the parties are based.

2. Note client and contractor details

Once the appropriate role in the contract has been selected, the next step is to add information about both parties. This includes the contractor’s name and address and the client’s name and address.

Either party may consist of more than one individual or organization. If a party is an organization, include the organization’s full legal name.

3. Describe the services provided

Next, include the duration of the service, which can be:

Until the work is completed
Until a specific date
Ongoing without a set deadline

Then, write down a thorough description of the tasks, work, and services to be provided. Also, include any important deadlines or considerations, such as whether part of the work will be due on a specific date or time.

4. Include billing and payment information

Independent worker contracts include information about payments and billing. Key payment details include:

The rate the contractor will charge (e.g., a flat, hourly, or daily rate)
The total fee amount
Whether the contractor will itemize sales tax separately or include it in the rate
When invoices are due
Whether interest is payable on late payments

Independent contractors may also charge an optional retainer fee, which functions like a deposit, to secure and confirm services before work begins.

The appropriate retainer amount can depend on factors such as any upfront costs required and the strength of the existing business relationship between the parties.

If a retainer applies to the agreement, include it in the contract.

5. Add any clauses and conditions for the contract

Adding extra terms, conditions, and provisions unique to your business relationship can ensure the contract is well-rounded and represents the best interests of all parties.

For example, if you have a fixed-term contract, add a termination clause if you’d like to have the option to end the contract early.

If your contract isn’t fixed-term (e.g., for ongoing work), a notice period to terminate the contract is required for your agreement. State how much notice either party needs to give to end the contract (e.g., 7 or 30 days).

Other clauses to consider for your agreement include:

Expenses: Include details regarding reimbursement for work-related expenses (e.g., mileage for work travel, rental equipment, or materials for the job).
Intellectual Property (IP): Determine who owns the rights to intellectual property created during the contract period. For an overview of the main types of IP to determine which might be most relevant, see the WIPO Academy guide.
Confidentiality: Protect sensitive or private business-related or personal information.

For more flexibility, LawDepot’s Independent Contractor Agreement template also allows you to include any additional lawful clauses that are applicable to your agreement.

6. Add signing details

Finally, determine when both parties will sign the contract and if witnesses will be present. Witnesses aren’t mandatory but can later verify that both parties willingly entered the agreement if a future dispute occurs.

Use LawDepot’s eSign service to quickly sign and request signatures online, from anywhere in the United States.

Are Independent Contractor Agreements legally binding?

Yes. According to state and federal law, a legally binding independent contract is enforceable, so long as it meets basic criteria for validity.

Key elements of a binding Independent Contractor Agreement include:

Consideration
Identification and signatures of both parties
Offer and acceptance, meaning mutuality where both parties intend the contract to be enforceable and valid.
Legality, meaning the contract complies with state and federal laws (it doesn't involve illicit activities or promises)

Learn more about state and federal laws governing Independent Contractor Contracts

Verbal work agreements can also be legally binding. However, it’s generally more difficult to prove the contract terms. Having a written agreement in place provides clear, enforceable evidence of the obligations and agreements of each party.

LawDepot’s Independent Contractor Agreement template is fully customizable and allows you to select the state where the work takes place, as those state laws will govern your contract.

Are Non-Compete Agreements enforceable as a part of an Independent Contractor Agreement?

No, enforcing a Non-Compete Agreement as part of an Independent Contractor Agreement is unrealistic.

To be valid, a Non-Compete Agreement must be reasonable in time, space, and scope. Restricting an independent contractor's ability to obtain work is likely unreasonable.

Talk to a lawyer if you have questions about non-compete agreements or want to include additional legal clauses in your Independent Contractor Agreement.

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SAMPLE

Independent Contractor Agreement

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