Independent Contractor Agreement Template
A clear agreement between a client and a freelancer or independent contractor covering scope, payment, and ownership of work.
What this template includes
- ✓Scope of services, timeline, and payment
- ✓Independent contractor status, taxes, and equipment
- ✓Ownership of work, confidentiality, and warranties
- ✓Insurance, indemnification, and limitation of liability
- ✓Termination, dispute resolution, and force majeure
- ✓Legal fees and electronic signatures
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INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the "Agreement") is made on between:
Client: , located at ("Client"); and
Contractor: , located at ("Contractor").
1. SERVICES
The Contractor agrees to perform the following services (the "Services"):
The Contractor will perform the Services with reasonable skill and care and in a professional manner.
2. TIMELINE
The Services will begin on and be completed by , unless otherwise agreed in writing. Deadlines depend on the Client providing information and approvals on time.
3. PAYMENT
The Client agrees to pay the Contractor for the Services.
Payment schedule: .
Invoices are due within days of receipt. Overdue amounts may accrue a late fee of .
4. EXPENSES
The Client will reimburse reasonable, pre-approved expenses incurred by the Contractor in performing the Services.
5. INDEPENDENT CONTRACTOR STATUS
The Contractor is an independent contractor, not an employee, partner, or agent of the Client, and nothing in this Agreement creates an employer-employee relationship. The Contractor is responsible for their own income taxes, national insurance or social security contributions, and any other statutory payments, and the Client will not withhold any such amounts on the Contractor's behalf. The Contractor is not entitled to employee benefits such as paid leave, health insurance, pension, or retirement plans, and is not covered by the Client's unemployment or workers' compensation arrangements. The Contractor has no authority to bind the Client or to incur any obligation on the Client's behalf, is responsible for directing and controlling how the Services are performed, and is free to work for other clients.
6. EQUIPMENT AND TOOLS
Unless agreed otherwise, the Contractor will provide their own equipment and tools needed to perform the Services.
7. OWNERSHIP OF WORK
Upon full payment, all deliverables and work product created specifically for the Client under this Agreement become the property of the Client. The Contractor retains ownership of any pre-existing tools, templates, or know-how, and grants the Client a license to use them as part of the deliverables. The Contractor may display the work in a portfolio unless otherwise agreed.
8. CONFIDENTIALITY
The Contractor will keep all non-public Client information confidential and use it only to perform the Services, during and after this Agreement. On the Client's request, or when this Agreement ends, the Contractor will return or securely destroy all confidential materials and copies in their possession and, if asked, confirm in writing that this has been done.
9. WARRANTIES
The Contractor warrants that the Services will be their original work and will not knowingly infringe the rights of any third party.
10. INSURANCE
The Contractor is responsible for arranging and maintaining any insurance appropriate for the Services, which may include public or general liability and professional liability (errors and omissions) cover. On the Client's reasonable request, the Contractor will provide evidence of the insurance it holds. The Contractor also confirms that it has properly classified its own workers and holds any licenses or certifications required for the Services.
11. LIMITATION OF LIABILITY
Except for breaches of confidentiality or intellectual property rights, each party's total liability under this Agreement will not exceed the total fees paid for the Services.
12. INDEMNIFICATION
The Contractor will indemnify and hold the Client harmless from third-party claims, damages, losses, or reasonable legal costs arising from the Contractor's negligence, willful misconduct, or breach of this Agreement, including any claim that the work infringes a third party's rights. Each party remains responsible for the consequences of its own acts and omissions.
13. TERMINATION
Either party may terminate this Agreement with days' written notice. The Client will pay for all work completed up to the termination date. Sections on confidentiality and ownership survive termination.
14. DISPUTE RESOLUTION
If a dispute arises out of this Agreement, the parties will first try to resolve it through good-faith negotiation. If they cannot resolve it within a reasonable time, they will attempt mediation before starting court proceedings. If mediation does not resolve the dispute, either party may bring the matter before the courts identified in the Governing Law section.
15. FORCE MAJEURE
Neither party is responsible for delays or failures in performing its obligations caused by events beyond its reasonable control, such as natural disasters, fire, flood, war, civil unrest, epidemics, or power and internet outages. The affected party will notify the other as soon as reasonably possible and resume performance once the event has passed.
16. LEGAL FEES
If legal action is necessary to enforce this Agreement, the prevailing party is entitled to recover its reasonable costs and legal fees, in addition to any other relief awarded.
17. ELECTRONIC SIGNATURES AND COUNTERPARTS
This Agreement may be signed in counterparts, each of which is considered an original and which together form one agreement. Electronic signatures, and copies of signatures delivered by email or through an electronic signing service, have the same legal effect as handwritten signatures on an original document.
18. GENERAL PROVISIONS
(a) Governing Law. This Agreement is governed by the laws of .
(b) Entire Agreement. This Agreement is the complete agreement between the parties and replaces any prior discussions, understandings, or agreements on this subject.
(c) Amendments. Any change to this Agreement must be in writing and signed by both parties.
(d) Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full effect.
(e) Waiver. If a party does not enforce a provision, it does not give up its right to enforce that or any other provision later.
(f) Assignment. Neither party may assign or transfer this Agreement without the other party's prior written consent.
(g) Notices. Any notice under this Agreement must be given in writing (email is acceptable) to the other party.
IN WITNESS WHEREOF, the parties have signed this Agreement.
Date:
Client
Name:
Signature: ______________________
Contractor
Name:
Signature: ______________________
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Sign It Free with SignovaXWhat is an independent contractor agreement?
An independent contractor agreement is a contract between a business (the client) and a self-employed worker (the contractor) who provides services without becoming an employee. It defines the work, the pay, and — importantly — confirms that the worker is a contractor, not an employee, which affects taxes and benefits.
Businesses use these agreements when hiring freelancers, consultants, agencies, or any specialist for project-based or ongoing work outside the payroll.
Why the employment classification matters
Getting worker classification right is one of the biggest reasons to use this agreement. Employees receive benefits, tax withholding, and legal protections that contractors do not. Misclassifying a worker can lead to back taxes, penalties, and legal claims.
This template states clearly that the contractor is responsible for their own taxes, works independently, and is not entitled to employee benefits — helping demonstrate the true nature of the relationship.
What to include
A complete contractor agreement covers the scope of work, payment terms, project timeline, ownership of the work produced, confidentiality, and how either side can end the arrangement. This template also addresses independent status, taxes, and liability.
Enter the parties, the services, and the payment details, then download your agreement.
How to fill in and sign this agreement
Complete the placeholders in the form above and download the agreement as a PDF or editable Word file for free — no account required.
To sign, upload the PDF to SignovaX and send it to your contractor. They sign online without creating an account, and you receive a signed copy with a full audit trail and integrity hash.
Frequently asked questions
What is the difference between an independent contractor and an employee?
An employee works under the employer's direction, on payroll, with tax withholding and benefits. An independent contractor runs their own business, controls how the work is done, pays their own taxes, and is not entitled to employee benefits.
Who pays taxes under an independent contractor agreement?
The contractor is responsible for their own income and self-employment taxes. The client does not withhold taxes, though it may need to report payments to tax authorities (for example, a 1099 form in the U.S.).
Who owns the work a contractor creates?
That depends on the agreement. This template transfers ownership of the final deliverables to the client on full payment, while the contractor keeps rights in any pre-existing materials.
Is this contractor agreement free to use?
Yes. You can fill it in and download it as a PDF or Word document for free. A SignovaX account is only needed to send it for electronic signature.
Do I need a written agreement for a short freelance job?
It is strongly recommended. Even for small jobs, a written agreement prevents misunderstandings about scope, payment, and ownership, and provides proof of the terms if a dispute arises.
Disclaimer: This template is provided for general informational purposes only and is not legal advice. Laws vary by location. For important agreements, consider having a qualified lawyer review your contract before signing.