INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is entered into as of {{agreement_date}} by and between:

Client:
Name: {{client_name}}
Address: {{client_address}}
Phone: {{client_phone}}
Email: {{client_email}}

Contractor:
Name: {{contractor_name}}
Address: {{contractor_address}}
Phone: {{contractor_phone}}
Email: {{contractor_email}}

1. Services

1.1. The Contractor shall perform the following services (the "Services"):
{{services_description}}

1.2. Deliverables and acceptance criteria: {{deliverables}}
1.3. Location where the Services are performed: {{work_location}}
1.4. The Contractor decides how, when and where the work is done, supplies the Contractor's own tools and equipment, and may work for others during the term.
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2. Term and schedule

2.1. The Agreement runs from {{start_date}} to {{end_date}}, unless ended earlier under section 6.
2.2. Schedule and milestones: {{schedule}}
2.3. Estimated hours or volume of work: {{estimated_effort}}
2.4. The Contractor shall tell the Client promptly of anything that will delay a deliverable.

3. Compensation

3.1. The Contractor is paid on the following basis: {{compensation_structure}}. The agreed amount is ${{compensation_amount}}.
3.2. Hourly rate, where applicable: ${{hourly_rate}} per hour.
3.3. Invoices are submitted {{invoice_frequency}} and are payable within {{payment_terms_days}} days of receipt.
3.4. Payment method: {{payment_method}}
3.5. Reimbursable expenses: {{reimbursable_expenses}}
3.6. A late fee of {{late_fee_rate}}% per month applies to overdue invoices, to the extent permitted by the law of {{governing_state}}.
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4. Independent contractor status

4.1. The Contractor is an independent contractor, not an employee, partner or agent of the Client.
4.2. The Contractor is responsible for the Contractor's own federal, state and local taxes, including self-employment tax, and receives no withholding from the Client.
4.3. The Contractor is not entitled to employee benefits, workers' compensation, unemployment insurance or paid leave from the Client.
4.4. The Client will issue an IRS Form 1099-NEC where the payments require it, and the Contractor shall provide a completed Form W-9.
4.5. Whether someone is an employee or a contractor is decided by how the relationship actually works, not by what the agreement calls it. The IRS, the Department of Labor and state agencies each apply their own test, and misclassification carries back taxes and penalties.
4.6. Insurance the Contractor shall carry: {{required_insurance}}

5. Confidentiality and ownership

5.1. The Contractor shall keep the Client's confidential information secret during and after the term, and shall use it only to perform the Services.
5.2. Ownership of work product: {{ip_ownership}}
5.3. Where the work product is to belong to the Client, the Contractor assigns to the Client, effective on payment in full, all right, title and interest in the deliverables, including copyright. The parties do not treat the deliverables as "works made for hire": in some states, California among them, a work-made-for-hire clause can make an individual contractor an employee for workers' compensation and unemployment insurance.
5.4. This assignment is written for United States law, under which a transfer of copyright must be in a signed writing (17 U.S.C. 204(a)). If clause 6.5 names the law of another country, check what that law asks of an assignment before relying on this one. Under Polish law, for example, a transfer must be a separate agreement signed on paper or with a qualified electronic signature, and it must list each field of use by name; a transfer of "all right, title and interest" lists none of them and passes nothing.
5.5. The Contractor warrants that the deliverables are the Contractor's original work and do not infringe anyone else's rights.
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6. Termination and general terms

6.1. Either party may end this Agreement on {{termination_notice_days}} days' written notice.
6.2. Either party may end it immediately if the other materially breaches and does not cure the breach within {{cure_period_days}} days of written notice.
6.3. On termination the Client shall pay for Services properly performed up to the termination date, and the Contractor shall deliver all completed and in-progress work.
6.4. Each party shall indemnify the other against claims arising from its own negligence or breach of this Agreement.
6.5. This Agreement is governed by the law of {{governing_state}}.
6.6. This is the entire agreement between the parties; changes must be in writing and signed by both.
6.7. This template is not legal advice.

CLIENT:
Name: {{client_name}}
Signature: {{client_signature}}
Date: {{agreement_date}}

CONTRACTOR:
Name: {{contractor_name}}
Signature: {{contractor_signature}}
Date: {{agreement_date}}

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