Free Independent Contractor
Agreement Template
A comprehensive contractor agreement covering scope of work, payment schedule, IP ownership, worker classification, confidentiality and termination — for businesses and the contractors they engage.
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- Reviewed June 2026
- Includes IP assignment & classification clause
Branding (optional)
1 — Parties
2 — Project & Deliverables
3 — Scope
4 — Payment
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Independent Contractor Agreement
Effective date: enter date above
1. Parties
This Agreement is between Client name, Client address ("Client"), and Contractor name, Contractor address ("Contractor"). The Contractor agrees to provide professional services as an independent contractor. Nothing in this Agreement creates an employment relationship.
2. Scope of Work
Project: project name
Deliverables: deliverables description
Deadline: project deadline
Revisions: revision policy
In scope:
- In-scope item 1
- In-scope item 2
- In-scope item 3
Out of scope:
- Out-of-scope item 1
- Out-of-scope item 2
Any additional work requires a written change order signed by both parties before it begins.
3. Fees & Payment
Fee structure: Fixed project fee — USD ($) amount
Payment schedule: payment schedule
Invoices to: invoice email
Late payments accrue 1.5% per month after a 14-day grace period. All fees exclude applicable taxes. The Contractor is responsible for their own tax obligations. For US engagements, a Form 1099-NEC will be issued if payments exceed $600/year.
4. Independent Contractor Status
The Contractor is an independent contractor, not an employee. The Contractor controls how and when work is performed, uses their own equipment, may work for multiple clients simultaneously, and is not entitled to employment benefits. The Contractor is responsible for their own income tax and self-employment obligations.
5. Intellectual Property
All deliverables are assigned to the Client upon receipt of full payment. Pre-existing IP remains the Contractor's property, licensed to the Client for use within the deliverables on a perpetual, royalty-free basis. The Contractor warrants that deliverables do not infringe any third-party IP rights.
6. Confidentiality
Both parties agree to keep the other's Confidential Information strictly confidential. Neither party may enter Confidential Information into public AI systems (ChatGPT, Gemini, Copilot, etc.) without prior written consent. This obligation survives termination for 2 years.
7. Non-Solicitation
For 12 months following termination, the Contractor will not directly solicit the Client's customers, employees, or suppliers. This does not prevent the Contractor from working in the same industry or for competing clients.
8. Representations & Warranties
Each party has full legal authority to enter this Agreement. The Contractor warrants services will be performed professionally and that deliverables will not infringe any third-party rights.
9. Termination
Either party may terminate with 14 days' written notice. Termination for cause (material breach, non-payment after a 7-day cure period) may be immediate. On termination, completed work is delivered and services rendered to date are paid.
10. Limitation of Liability & Governing Law
Aggregate liability is capped at fees paid in the 3 months preceding the claim. Neither party is liable for indirect or consequential damages.
Governing law: governing jurisdiction
This Agreement constitutes the entire agreement between the parties. Any amendments must be in writing and signed by both parties.
Client
Signature
Print name: _______________
Title: _______________
Date: ___________________________
Contractor
Signature
Print name: _______________
Title: _______________
Date: ___________________________
Template preview
Parties
1. Parties
This Independent Contractor Agreement ("Agreement") is entered into as of [Effective Date] between [Client Full Name or Company Name], [Company registration number if applicable], [Business address] ("Client"), and [Contractor Full Name], trading as [Business Name, if applicable], [Contractor address] ("Contractor").
The Contractor agrees to provide professional services to the Client as an independent contractor on the terms set out in this Agreement. Nothing in this Agreement shall be construed to create an employment relationship, partnership or joint venture between the parties.
Scope of Work
2. Scope of Work and Deliverables
The Contractor will provide the following services ("Services") and deliver the following deliverables ("Deliverables"):
Any work outside the agreed scope requires a written change order signed by both parties before the work begins. The Contractor is not obligated to perform out-of-scope work until a change order is agreed.
Fees & Payment
3. Fees and Payment Schedule
All fees are exclusive of applicable taxes. The Contractor is responsible for their own income tax and self-employment obligations. For US-based engagements, the Client will issue a Form 1099-NEC if payments exceed $600 in a calendar year.
Worker Classification
4. Independent Contractor Status
The Contractor is an independent contractor and not an employee, agent or partner of the Client. The following conditions confirm contractor status under this Agreement:
If the Client requires the Contractor to work exclusively for the Client, work set hours, or use only Client-provided equipment, these conditions may re-characterise the relationship as employment. Both parties acknowledge that worker classification is a legal determination and agree to review these conditions if the working arrangement changes materially.
📄 Download the full template — includes Intellectual Property Assignment, Confidentiality and Non-Disclosure, Non-Solicitation, Representations and Warranties, Limitation of Liability, and Termination.
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What's included in this template
How to use this template
Write the scope of work in specific, measurable terms
The scope of work section (Clause 2) is the most important part of the contract. Vague deliverables like "develop the website" or "handle marketing" create disputes because both parties interpret them differently. Be specific: "build a 5-page WordPress site with contact form, mobile-responsive, and deploy to [host]" or "write four 1,200-word SEO blog posts per month on [topics]." Then explicitly list what is out of scope — this is just as important as the in-scope list.
Confirm the IP assignment clause applies to all deliverables
By default, contractors own the copyright in work they create — not the client. The IP assignment clause in this template transfers ownership to the client upon full payment. If the contractor retains any pre-existing IP (such as their own code libraries, design frameworks or templates that they incorporate into deliverables), specify those in the IP clause as "pre-existing IP" — the contractor licenses (not assigns) those to the client for use in the deliverables.
Review the classification checklist before signing
The worker classification table (Clause 4) shows the conditions that establish genuine contractor status. Review each factor honestly. If the engagement requires the contractor to work set hours at the client's premises, use only client equipment, and work exclusively for the client indefinitely — those factors point toward employment, not contracting. A misclassified contractor engagement can result in significant back-tax and benefits liability for the client. If any factor is borderline, consult an employment attorney before signing.
Use change orders for any work added mid-project
Once the contract is signed, do not expand the scope verbally or via chat message. Any additional work — new features, extra design revisions, extended timeline — must be documented as a written change order referencing the original agreement and signed by both parties before the work begins. This protects both the contractor (from unpaid extra work) and the client (from surprise invoices for work they thought was included).
2026 optional clauses to consider
Frequently asked questions
- An independent contractor agreement is a legal contract between a business and a self-employed worker who provides services on a project or ongoing basis. It defines: the scope of work and deliverables, fees and payment schedule, intellectual property ownership, worker classification (confirming the contractor is not an employee), confidentiality obligations, and termination terms.
It differs from an employment contract in that the contractor controls how and when they work, uses their own equipment, is responsible for their own taxes, and can work for multiple clients. It is used across all professional services: developers, designers, writers, consultants, marketers and more. - The core distinction is control. An employee works under the direction of the employer — the employer sets their hours, provides tools, controls how the work is done, and withholds income tax and pays employment taxes on their behalf. An independent contractor controls their own working methods, uses their own equipment, can work for multiple clients simultaneously, and handles their own taxes.
Financially, employees receive benefits (holiday pay, sick pay, pension contributions). Contractors do not — but their hourly or project rate is typically higher to compensate. Misclassifying an employee as a contractor is one of the most common small business legal mistakes, carrying significant back-tax, penalties and retroactive benefits liability. - By default, the contractor owns the IP in work they create — not the client who paid for it. This surprises many business owners who assume payment = ownership. To transfer IP to the client, the contract must include an explicit written IP assignment clause. This template includes a full IP assignment: all deliverables transfer to the client upon receipt of full payment.
One exception: pre-existing IP that the contractor incorporated into the deliverables (their own code libraries, design frameworks, etc.) remains the contractor's property. The contractor grants the client a licence to use it as part of the deliverables. Identify any pre-existing IP in the contract before signing. - Worker misclassification occurs when a business treats a worker as an independent contractor when the working relationship actually resembles employment. The IRS uses a multi-factor test based on behavioural control, financial control, and the type of relationship. HMRC uses similar criteria (IR35) in the UK.
Key red flags: the worker works exclusively for one client, works set hours at the client's direction, uses only client-provided equipment, cannot send a substitute, and the engagement is indefinite. To maintain genuine contractor status, ensure the contractor controls how their work is done, works for other clients, uses their own tools, and the scope is project-based. This template's classification checklist in Clause 4 helps identify and document genuine contractor status. - The scope of work is the most important section of any contractor agreement. It should include: a specific description of deliverables (not "design services" but "three logo concepts in two rounds with final SVG and PNG files"), the deadline for each deliverable, what is explicitly out of scope, how deliverables will be accepted or approved, and the revision policy.
A vague scope is the most common source of contractor disputes. Use specific, measurable descriptions. If the client will need multiple rounds of work over time, use a project schedule or statement of work (SOW) attachment that can be updated without re-signing the main agreement. The main agreement governs the overall relationship; the SOW governs each specific project. - A non-solicitation clause prevents the contractor from directly approaching the client's customers, employees or suppliers for their own benefit — during the contract and for a defined period afterwards (typically 6–12 months). For example, a marketing contractor who manages a client's email list cannot use that list to market their own services.
Non-solicitation is different from non-compete: it does not prevent the contractor from working in the same industry or for competing clients. It only prohibits actively targeting the client's existing contacts. Courts generally uphold reasonable non-solicitation clauses. Broad non-compete clauses for contractors are increasingly unenforceable — California bans them entirely, and the FTC proposed a nationwide ban in 2024. If your goal is protecting client relationships, non-solicitation is the right clause.
Bonsai handles the full contractor workflow — send the agreement for e-signature, track project milestones, invoice automatically and collect payment in one place.