Independent Contractor Agreement

Independent Contractor Agreement: Engage Freelancers on Clear Terms

An independent contractor agreement sets out the terms on which a business engages a self-employed contractor or freelancer: the services, fees and invoicing, how long the contract lasts, who owns the work, confidentiality, liability and how either side can end it. It also records that the contractor is in business on their own account, not an employee. Robot Lawyer drafts the agreement from your answers, for the law of the country or state you choose, and on the Verified plan a qualified legal professional checks it within 24 hours before you sign.

CONTENTS

What Is an Independent Contractor Agreement?

An independent contractor agreement (also called a freelance or contractor agreement) is a contract between a client and a self-employed person or company who provides services. Unlike an employee, the contractor decides how to do the work, uses their own equipment, can work for other clients and is responsible for their own tax.

A written agreement avoids disputes about scope and payment, protects the client's confidential information and intellectual property, and supports the contractor's self-employed status. The real working relationship still matters most, so the agreement should reflect how the work is actually done.

When Should You Use One?

• Freelancers and consultants
  Designers, developers, writers, marketers and other specialists.
• Project work
  A defined project with deliverables and a deadline.
• Ongoing support
  Regular work on a retainer or day rate, for a fixed period or until either side ends it.
• Work involving IP
  Where the client needs to own or use what the contractor creates.
• Access to confidential information
  Where the contractor will see client data, systems or plans.

What's Included in Your Agreement?

• The parties and the services
  Who the client and contractor are, and the work to be done.
• Term
  When the contract starts and how long it lasts.
• Fees, expenses and invoicing
  The rate, how invoices are issued and paid, and VAT or sales tax.
• Independent status
  The contractor's control over the work, freedom to work for others and responsibility for their own tax.
• Intellectual property
  Who owns the work created under the contract.
• Confidentiality and data protection
  How client information and personal data are protected.
• Liability and insurance
  Limits on liability and any insurance the contractor holds.
• Ending the contract
  The notice either side must give and what happens on termination.

What Your Document Looks Like

Your agreement is a numbered contract: the parties, short background, definitions, the services, fees and payment, the contractor's status, intellectual property, confidentiality, liability, termination and general terms, with signature sections and a schedule of the services and fees. Here is an extract from a sample agreement we generated:

3. Services and co-operation

3.1 The Contractor shall perform the Services with reasonable skill and care and in accordance with good industry practice, and shall provide the Deliverables arising from those Services.

3.3 The Client shall provide the information, decisions, Client Materials and access reasonably needed for the Contractor to perform the Services. The Client shall ensure that it is entitled to make the Client Materials available for that purpose.

3.4 The Contractor is not responsible for delay to the extent caused by the Client's failure to provide the information, decisions, materials or access reasonably needed. The Contractor shall promptly notify the Client of any resulting effect on the Services or timetable.

How It Works on Robot Lawyer

1. Answer the questions
   Tell us about the services, fees, term, IP and confidentiality.
2. Generate your agreement
   We draft a balanced contract from your answers.
3. Get it verified
   On the Verified plan, a qualified legal professional checks your agreement within 24 hours and makes amendments where needed. The Essentials plan does not include this check. See how our documents are verified.
4. Sign and start work
   Download it, sign it with the contractor and keep a copy.

How It Works in Different Countries

• UK
  Employment status depends on the reality of the relationship, not just the contract. Medium and large clients in the private sector, and all public sector clients, must decide whether the off-payroll working rules (IR35) apply to contractors working through their own company.
• United States
  Worker classification tests differ between federal and state law, and California applies a strict "ABC" test. Clients usually report payments of $600 or more on Form 1099-NEC.

These notes are general. Check the current rules where the work is done.

Independent Contractor Agreement FAQs

Does the agreement make someone self-employed?

Not on its own. Courts and tax authorities look at how the relationship works in practice, so use the agreement for genuinely independent work.

Who owns the work a contractor creates?

Usually the contractor, unless the contract says otherwise. Your agreement transfers ownership to the client, or gives the client a licence, depending on your answers.

Can the contractor work for other clients?

Yes. Freedom to work for others is a typical feature of an independent contractor, and your agreement confirms it.

What notice is needed to end the contract?

Your agreement uses the notice period you choose, and also lets either side end it straight away for serious breach.

Can I use this agreement outside the UK?

Yes. Your agreement is drafted under the law of the country or state you choose. Our lawyers are qualified in England and Wales and, on the Verified plan, check documents for good practice, clear formatting and the law of England and Wales. They are not qualified in other countries' law, so if your agreement is governed by another country's law, we recommend having a local lawyer check it too.

Create an Independent Contractor Agreement

Put your freelance work on a clear, professional footing. You can start with a 7-day free trial. See our pricing for the plans. Related documents: Freelance Services Agreement, Consulting Agreement, Subcontractor Agreement and Non-Disclosure Agreement.