Independent Contractor Agreement Template

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Updated Jul 31, 2025
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An independent contractor agreement is a formal contract between a business and a self-employed worker defining project terms, payment, and responsibilities. It is used to establish clear working conditions and confirm the contractor’s non-employee status.
Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is entered into on   (the "Effective Date") by and between

  having their usual place of living at   (the "Client"), and

  having their usual place of living at   (the "Contractor"), collectively referred to as the "Parties" and individually as a "Party".

 

WHEREAS the Client desires to engage the services of the Contractor, specified herein, to assist the Client in achieving the Client's goals;

 

WHEREAS the Contractor possesses the necessary skills and qualifications, expertise, and experience to deliver effective services;

 

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the Parties hereby agree as follows:

 

Subject of the Agreement

The Client engages the Contractor to perform the following services (the "Services"):

 

The Contractor shall provide the Services personally and shall have the right to hire or subcontract other third parties to perform the Services in full or partially with the Client's written consent. The Contractor is solely responsible for the quality, confidentiality, and timely completion of the Services by the third parties. 

Payments

For the Services provided under this Agreement, the Client shall pay the Contractor а compensation (the "Contractor's Fee"). The Contractor's Fee will be paid as a regular fee of  .

The payment should be made monthly on the last day of each month.

Payment method. The Client shall pay the Contractor by cash.

Reimbursements

The Client agrees to reimburse the Contractor for reasonable and preapproved out-of-pocket expenses, including  incurred in connection with the performance of the Services outlined in this Agreement.

The Contractor shall provide a list of expenses and estimated costs for approval. The Client shall not be responsible for reimbursing any expenses without prior approval.

The Client agrees to reimburse the Contractor for approved out-of-pocket expenses within   days after receiving the final report, including the actual expenses with supporting documentation. Reimbursements shall be made using the payment method specified above.

Intellectual property

Any intellectual property created in the course of providing the Services shall be considered the sole property of the Client, and the Contractor transfers to the Client all rights, titles, and interests in such intellectual property.

Independent contractor status

It is agreed that the Contractor is not the Client's employee, partner, or agent but an independent contractor. The Contractor shall have no authority to bind the Client and shall not be eligible for any employee benefits, including but not limited to health insurance, retirement benefits, or paid leave.

Liability and indemnification

The Contractor shall be liable for any damages that result from the Contractor's negligence, misconduct, or improper actions during the performance of this Agreement.

The Contractor agrees to indemnify and hold harmless the Client from and against any claims, demands, suits, actions, damages, losses, liabilities, costs, and expenses, including reasonable attorney's fees, that may arise during the Contractor's performance but only to the extent such claims are caused by the Contractor's negligence or willful misconduct.

Confidentiality 

The Parties agree to keep all confidential information disclosed during this Agreement and not to share such information with any third party unless required by law. To fulfill the Parties' obligations under this Agreement, they agree not to use the confidential information for any purpose unrelated to this Agreement.

This confidentiality clause shall remain in effect after the termination or expiration of this Agreement.

Force majeure 

Neither Party shall be liable for any failure to perform or delay in performing its obligations under this Agreement if such failure or delay is caused by events of force majeure, such as acts of God, war, terrorism, strikes, lockouts, labor disputes, pandemics, governmental regulations, or any other similar causes beyond the reasonable control of the affected Party.

In the case of force majeure, the affected Party shall immediately notify the other Party in writing and provide reasonable proof of the cause of the delay or inability to perform the obligations. The Party affected by force majeure shall endeavor to mitigate the consequences of such circumstances and resume the performance of its obligations as soon as possible after the circumstances cease to exist.

If the force majeure circumstances last more than   days, either Party may terminate this Agreement by giving written notice to the other Party. In this case, neither Party shall be liable to the other Party for any damages arising from the termination of this Agreement. 

Notices 

Any notice, request, or demand required to be given under this Agreement shall be in written form. It shall be delivered personally or sent via registered mail with a return receipt requested, postage prepaid, or a reputable overnight delivery service to the address set forth below. It may also be delivered to the email address set forth below.

If to the Client:

Attn.  ,  .

If to the Contractor:

Attn.  ,  .

Either Party may change the registered mail or email address for receipt of notices by giving written notice to the other Party. Notices shall be deemed received on the day of delivery if sent by hand or courier service or on the third business day after the date of posting if sent by registered mail or email.

 

Term and termination

This Agreement shall commence on the Effective Date and shall continue until   unless terminated earlier in accordance with the terms of this Agreement. Either Party may terminate this Agreement by providing  -day written notice to the other Party.

In addition, if one of the Parties becomes insolvent or files for bankruptcy, the other Party may terminate this Agreement immediately by giving written notice to the other Party.

Upon termination of this Agreement, the Client shall pay the Contractor for all Services rendered up until the date of termination.

Governing Law and dispute resolution

This Agreement shall be governed by and construed under the laws of the State of  , except for its conflict of laws principles. Any disputes related to this Agreement that cannot be resolved by negotiations or mutual agreement shall be resolved by the courts of the State of  .

 

Entire agreement

The Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.

Additional terms

 .

Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain valid and enforceable.

 

Waiver

The failure of any Party to enforce a particular provision of this Agreement shall not waive their right to enforce it in the future.

 

IN WITNESS WHEREOF, the Parties have signed this Agreement as of the Effective Date.

Details and signatures of the Parties

 

THE CONTRACTOR

THE CLIENT

First name and last name:  

Address:  

Signature: _________________

 

 

First name and last name:  

Address:  

Signature: _________________

 

 

Written by Megan Thompson - Reviewed by Jonathan McGill

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Paper titled "Independent Contractor Agreement"; men discussing a building matter near the house

What Is an Independent Contractor Agreement?

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An independent contractor agreement is a document that outlines the terms of cooperation between a business (or an individual) and a non-employee hired to do a job. It is usually applicable in cases when this person is invited to work for a short period or as a freelancer.

For example, you can use this contract when you hire a graphic designer to create a logo for your business. The designer works for themselves and is expected to work on the project only for a limited period. Then, you need a document that clarifies what kind of logo is needed, when, and how much it will cost.

Unlike traditional employment contracts, this document gives the hired person full control over how they complete the tasks. In such a way, they can focus on the result, not on daily process tracking.

What Are the Differences Between an Independent Contractor and an Employee?

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There are several aspects that differentiate between these two roles, and one of them is the control under which workers complete their jobs. Employees work under the supervision of the employer, have a set schedule, and use tools provided by the company. They also have benefits like health insurance, paid time off, and tax withholdings. Employment presupposes long-term cooperation that can last for years.

Meanwhile, independent contractors, or freelancers, are self-employed. It means they:

  • Set their own schedules.
  • Use their own tools.
  • Work from the location they choose.
  • Pay taxes from the payment they receive.
  • Can work with more than one client.

For instance, a freelance consultant can cooperate with five different companies within the same month. It is more about partnership and finding solutions for a certain problem rather than just working.

More than that, in some cases, freelancers can hire subcontractors to get the work done quickly. For instance, a writer can cooperate with several freelancers who write separate small texts following the instructions given. Evidently, the contractor will be forced to pay some part of his income to the freelancers. However, a fine for a late deadline would cost more.To clarify all the details of such a partnership, the contractor and subcontractors sign a service agreement.

When to Use an Independent Contractor Agreement

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Sign a contract for an independent contractor every time you:

  • Hire a consultant to give you business advice.

  • Work with a freelance writer on a blog or website.

  • Invite a photographer for an event.

  • Hire a truck driver to do a delivery job.

  • Bring in an HVAC technician for seasonal maintenance.

  • Engage a social media influencer to promote your product.

This form is especially important in cases that involve confidentiality matters or intellectual property. The independent contract agreement paired with the NDA defines who owns the work after it’s completed.

How to Draft an Effective Independent Contractor Agreement

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While writing this document, you need to be attentive to details. To simplify the task, use an independent contractor agreement sample and insert essential information.

  1. Names and contact details of the client and the contractor.

  2. Description of the work to be done. For example: “Design a company logo for use on website and branding materials.”

  3. How much, when (by the hour, by project), and how (via PayPal, bank transfer, cash, etc.) the contractor will be paid. 

  4. Deadlines for the project, along with any important milestones.

  5. Who will gain the ownership rights for the final work. It is especially important for cooperation with writers, artists, or software developers, when intellectual property is involved. 

  6. How the independent contractor contracts can be terminated. As a rule, the party ending the cooperation provides a 7 or 14-day written notice.

  7. Signatures of the client and the contractor and the date. This makes the document official.

Once you have filled in all the necessary details, you can sign the completed independent contractor contract template online and send it to the other party via email.

Does an independent contractor agreement need to be notarized?

No, you don’t have to notarize the independent contractor contract for it to be legally valid. Signatures are enough in most cases. Still, both sides should keep signed copies of the document.

At the same time, if a huge sum of money or a sensitive business partnership is involved, you might notarize the document to protect yourself.

Termination and Renewal of an Independent Contractor Agreement

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There are cases when the work ends early or the independent contractor agreement form needs renewal. 

  • The contractor completes the project;

  • One party ends the contract early with a written notice;

  • Either party fails to meet their obligations. 

As the situations can be unpredictable, it’s wise to discuss what happens if the contractor has already done part of the work. Will they still be paid for that?

If a project lasts longer than expected, you can add a renewal clause to the free independent contractor agreement. It states the contract will be automatically prolonged unless one side gives notice. You can also sign a new contract for extra work after the first one ends.

How much money should I set aside for taxes as an independent contractor?

Being an independent contractor is not easy as it makes you the only one responsible for managing the finances. You need to know that the paycheck you receive does not have taxes taken out. That means you have to pay them yourself. The best solution is to leave about 25% to 30% of the money you make for the income and self-employment taxes.

Another important thing is that you need to file estimated taxes every quarter using IRS Form 1040-ES. Sometimes, your clients may send you Form 1099, which shows how much they have paid you in a year. Keep track of all your invoices and business-related expenses — things like travel, supplies, or tools — because these may lower your taxable income.

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