ClauseryIndependent contractor agreement
A written agreement between a business and a contractor that spells out the work, pay, intellectual property, confidentiality and how either side can end the arrangement — not an employment contract. Fill it in online and download an editable Word file.
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An independent contractor agreement is for when you hire someone who runs their own business (or are hired that way): they invoice you, pay their own tax, set their own hours and usually bring their own tools. It is different from an employment agreement, where the worker is on payroll and you control how the work is done.
Misclassification matters. Getting the label wrong does not change the legal test — what matters in practice is how much control the business has over the work. This template captures the usual contractor terms but does not determine worker status; run anything unclear past an employment lawyer.
What to include#
- Parties and relationship. Names and addresses of the hiring business and the contractor, and an explicit statement that the contractor is independent, not an employee.
- Scope of work and deliverables. What services the contractor will provide, any milestones or deliverables, and where the work is performed. Attach a statement of work for detailed projects.
- Payment terms. Rate (hourly, day, fixed fee), invoicing cadence, payment window, any expenses policy, and what happens if an invoice is overdue.
- Intellectual property and confidentiality. Who owns the work product (usually the client on payment), a licence for anything the contractor retains, and an NDA-style confidentiality clause for client information.
- Term, termination and indemnity. Start date, fixed or rolling term, how many days' notice either side must give, immediate-termination triggers, and a mutual indemnity for claims arising from the work.
How to fill it in#
Step 1: Confirm the worker is actually a contractor
Check the control, integration, financial-risk and opportunity-for-profit tests in the relevant jurisdiction. If in doubt, get legal advice before signing.
Step 2: Define the scope clearly
Write a statement of work, deliverables list or attached schedule that names exactly what is in and out of scope. Vague scope is the top cause of disputes.
Step 3: Set pay, expenses and invoicing
Agree rate or fixed fee, when invoices are sent, how many days to pay, and which expenses are reimbursable with a receipt.
Step 4: Add IP and confidentiality clauses
State who owns the deliverables on payment, whether pre-existing tools keep their licence, and what counts as confidential information.
Step 5: Sign and keep a copy
Both sides sign (e-signature works). The contractor keeps a copy for tax records; the hiring business keeps one with the project file.
Related templates and guides
Questions
Is an independent contractor the same as a freelancer?
Mostly yes. "Freelancer" is common in creative and writing fields; "independent contractor" is the legal term used in contracts and tax forms (US 1099, UK self-employed, AU sole trader).
Can a contractor sign an NDA?
Yes. A mutual or one-way NDA can be signed before negotiations begin, or confidentiality can be written into this agreement as a clause.
Can I terminate without notice?
The contract sets the notice period (often 7–30 days for ongoing work). Immediate termination is usually reserved for material breach — non-payment, gross misconduct or insolvency.
Do I need a separate statement of work?
For one-off jobs the agreement itself can describe the work. For longer or repeated engagements a separate SOW per project keeps the master agreement stable.
Who owns the IP?
By default the contractor retains copyright as the author. Clients usually take ownership of deliverables on full payment via an IP assignment clause in this agreement.
These are general templates, not legal or tax advice. Have anything unusual reviewed for your jurisdiction.