Free Independent Contractor Agreement Template

INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement") is made on ______________ (the "Effective Date") between:
Client: ______________________________, address: ______________________________ ("Client"), and
Contractor: ______________________________, ☐ an individual ☐ a ______________ (type of entity), address: ______________________________ ("Contractor").

1. Services. Contractor will provide the following services (the "Services"): ______________________________, including these deliverables: ______________________________, as further described in any statement of work signed by both parties.

2. Term. This Agreement begins on the Effective Date and ☐ ends on ______________ ☐ ends when the Services are completed and accepted ☐ continues until ended under section 12.

3. Fees. Client will pay Contractor: ☐ a fixed fee of $ ____________ ☐ $ ______ per hour, up to ______ hours without written approval ☐ by milestone: ______________________________.
Contractor will invoice ☐ monthly ☐ on completion ☐ at each milestone, and Client will pay each undisputed invoice within ______ days by ______________. Late payments carry interest of ______% per month, or the maximum allowed by law if lower.

4. Expenses. ☐ Contractor pays all of its own expenses. ☐ Client will reimburse pre-approved, documented expenses: ______________________________.

5. Independent contractor status. Contractor is an independent contractor and not an employee, partner or agent of Client. Contractor controls the manner, means, methods, schedule and location of the work, provides its own tools and equipment, may hire assistants at its own cost, and is free to offer services to others, subject only to section 8. Client's interest is in the results. Contractor has no authority to bind Client.

6. Taxes and benefits. Contractor is responsible for all federal, state and local taxes on payments under this Agreement, including self-employment taxes. Client will not withhold taxes, except as required by law (for example, backup withholding if Contractor does not provide a correct taxpayer identification number). Contractor will give Client a completed IRS Form W-9 before the first payment. Contractor is not eligible for Client's employee benefits, workers' compensation or unemployment insurance.

7. Intellectual property. ☐ On full payment, Contractor assigns to Client all rights, title and interest, including copyright, in the deliverables created for Client under this Agreement, and to the extent permitted, the deliverables are "works made for hire." If Contractor is an individual in California, the parties rely only on the assignment above and not on work-made-for-hire status. ☐ Contractor keeps ownership and grants Client a ☐ exclusive ☐ non-exclusive, perpetual license to use the deliverables for: ______________. In either case, Contractor keeps its pre-existing materials, tools and know-how, and grants Client a non-exclusive license to use any of them included in the deliverables.

8. Confidentiality. Contractor will keep Client's non-public business information confidential, use it only to perform the Services, and return or destroy it when the Agreement ends. This duty lasts ______ years after the Agreement ends, and for trade secrets, for as long as they remain trade secrets. Notice under 18 U.S.C. § 1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except under court order.

9. Warranties. Contractor will perform the Services in a professional and workmanlike manner, comply with applicable laws, and hold any licenses required for the work. To Contractor's knowledge, the deliverables will not infringe anyone else's rights.

10. Insurance. ☐ Contractor will maintain general liability insurance of at least $ ____________ ☐ professional liability insurance of at least $ ____________ and provide a certificate on request. ☐ No insurance required.

11. Liability. Each party is responsible for claims caused by its own negligence or willful misconduct. Except for breaches of confidentiality or indemnity obligations, neither party is liable for indirect or consequential damages, and Contractor's total liability will not exceed the fees paid under this Agreement in the ______ months before the claim.

12. Termination. Either party may end this Agreement with ______ days' written notice, or immediately if the other party materially breaches it and does not fix the breach within ______ days of written notice. Client will pay for Services performed up to the termination date.

13. General. This Agreement is governed by the laws of the state of ______________. It is the entire agreement between the parties and may be changed only in writing signed by both. If any part is unenforceable, the rest remains in effect. Contractor may not assign it without Client's consent. Notices may be sent by email to the addresses below. It may be signed electronically and in counterparts.

Client: ______________________________ By (name and title): ______________________________
Email: ______________ Signature: ______________________________ Date: ______________

Contractor: ______________________________ By (name and title): ______________________________
Email: ______________ Signature: ______________________________ Date: ______________