Free Independent Contractor Agreement Template (Word & PDF)

What is an independent contractor agreement, and why does it matter?

An independent contractor agreement is a contract between a business and a self-employed person it engages for specific work. It sets out the work and the fee, transfers ownership of what is created to the business, restricts the use of the business's confidential information, and describes how the contractor operates independently: own methods, own tools, own taxes, other clients.

It matters first because of ownership. Under US copyright law, the person who creates a work generally owns it unless a signed writing says otherwise. A business that pays a freelancer for a logo, an article or a piece of software, with no written transfer, may find it has only a permission to use what it paid for. A signed agreement with an assignment is the usual way that gap is closed.

It matters second because of worker classification, and here the document has limits. Whether someone is a contractor or an employee is decided by how the relationship works in practice, under tests that differ between federal agencies and from state to state. A written agreement is evidence of what the parties intended. It does not turn an employee into a contractor, and calling someone a contractor when the facts say otherwise can lead to tax assessments, wage claims and penalties.

When to use this template

Your business is engaging a freelancer for a defined project or deliverable, such as design, writing, development, video, research or bookkeeping.
An agency is bringing in a specialist to help deliver a client project and needs to own the specialist's contribution so it can pass it on to the client.
The person sets their own schedule and methods, uses their own equipment and has, or is free to have, other clients.
You want the written contract that several states and cities now require when a business engages a freelancer above a small dollar amount.

When it is not the right document

Someone who will work set hours under your direction, or fill an ongoing role in your core business. That is likely employment whatever the paperwork says.
A freelancer or agency sending their own terms to a client. The consulting agreement template is written from that side.
Construction, home improvement, trucking or other licensed trades, which usually have their own contract, licensing and insurance rules.
Engaging a contractor who lives and works outside the United States, where local employment and tax law applies.

The independent contractor agreement template, section by section

The full text is on the left. Beside each section is a plain-language note on what it does and what to decide before you send it. Words in [brackets] are blanks you fill in.

Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is made on [Start date] between [Company's legal name] (the "Company") and [Contractor's legal name] (the "Contractor"). The Company and the Contractor are each a "party" and together the "parties".

1. The work

The Contractor will perform the following work and deliver the following deliverables (the "Work"):

[The work and deliverables]

The Contractor will meet the delivery dates stated above. A change to the Work, the fee or the dates takes effect only when both parties agree to it in writing, which may be by email.

2. Fees, invoices and expenses

The Company will pay the Contractor [Fee] for the Work.

The Contractor will send invoices [When the contractor sends invoices]. The Company will pay each invoice within [Days to pay an invoice] days after receiving it, or sooner if the law requires. If the Company disputes part of an invoice, it will tell the Contractor why in writing within 10 days after receiving it and will pay the rest on time.

The Contractor pays the Contractor's own business costs. The Company will reimburse an expense only if it approved the expense in writing in advance.

3. Term and ending the agreement

This Agreement starts on the date above and continues until the Work is complete, unless it ends earlier under this section. Either party may end it for any reason by giving the other party [Days of notice to end the agreement] days' written notice, or immediately by written notice if the other party materially breaches it and does not correct the breach within 10 days after receiving written notice describing the breach.

When this Agreement ends, the Contractor will deliver everything created under it so far, finished or not, and the Company will pay for the Work performed up to the end date, including a fair share of any fixed fee for Work in progress. Terms that are meant to continue after this Agreement ends, including those on ownership, confidentiality and limits on liability, continue to apply.

4. Independent contractor status

The Contractor is an independent contractor in business for the Contractor's own account, and is not an employee, partner or agent of the Company. Neither party may make commitments on behalf of the other. The Contractor:

(a) decides how, when and where the Work is performed, subject to the delivery dates and requirements in this Agreement;

(b) provides the Contractor's own tools, equipment and workspace;

(c) is free to work for other clients; and

(d) may use helpers at the Contractor's own cost, remains responsible for their work, and will make sure each helper has agreed in writing to protect the Company's information and to transfer rights in what they create for the Work so that the Company receives them.

The Contractor is responsible for the Contractor's own taxes, insurance and benefits, and holds any license the law requires for the Work. The Company will not withhold taxes or provide employee benefits, unless the law requires it. The Company will report its payments to tax authorities as the law requires, and the Contractor will give the Company the taxpayer details needed for that.

5. Ownership of the work

"Work Product" means everything the Contractor creates for the Company under this Agreement, including drafts and work in progress.

The Contractor assigns to the Company all of the Contractor's rights in the Work Product, including copyright and other intellectual property rights. The assignment of each item takes effect when the item is created, and does not change the Company's duty to pay for the Work. The Contractor will sign any further document the Company reasonably asks for to confirm the transfer.

The Contractor keeps ownership of tools, code, templates and other materials created before this Agreement or outside it (the "Contractor Materials"), and will tell the Company in writing before building any of them into the Work Product. Where Contractor Materials are included in the Work Product, the Contractor grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, copy, change and distribute them as part of the Work Product.

6. Confidentiality

"Confidential Information" means the Company's non-public business, technical, financial and customer information that the Contractor learns through the Work, and the Work Product.

The Contractor will keep Confidential Information confidential, will use it only to perform the Work, and will share it only with helpers who need it for the Work and are bound in writing to protect it. These duties continue for [Years confidentiality lasts after the agreement ends] years after this Agreement ends and, for a trade secret, for as long as it remains a trade secret under the law that applies.

These duties do not apply to information that is or becomes public through no fault of the Contractor, that the Contractor already knew or develops independently, or that the Contractor lawfully receives from someone else. The Contractor may disclose information when the law or a court requires it, after giving the Company notice where the law allows.

Nothing in this Agreement stops the Contractor or any other person from reporting a suspected violation of law to a government agency, cooperating with a government investigation, or making another disclosure that the law protects. No notice to the Company or approval from it is needed.

Under US trade secret law, an individual is not criminally or civilly liable for disclosing a trade secret in confidence to a government official or a lawyer solely to report or investigate a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding.

7. Company property and data

Equipment, documents, accounts, logins and data that the Company gives the Contractor access to remain the Company's property. The Contractor will use them only for the Work, keep them reasonably secure, and tell the Company promptly if any is lost or accessed without permission.

When this Agreement ends, or earlier if the Company asks, the Contractor will return the Company's equipment and documents, stop using the Company's accounts, delete the Company's data from the Contractor's own devices and accounts once the Work Product has been delivered, and confirm this in writing if asked.

8. The contractor's promises about the work

The Contractor will perform the Work with reasonable skill and care. If the Company tells the Contractor in writing, within 30 days after delivery, that a deliverable does not match what was agreed, the Contractor will correct it at no extra charge. The Contractor promises that:

(a) the Work Product will be the Contractor's original work, or the work of helpers who have transferred their rights as this Agreement requires, apart from Contractor Materials and anything approved under paragraph (c);

(b) as far as the Contractor knows, the Work Product will not infringe anyone else's rights;

(c) the Contractor will include third-party material, such as stock content or open-source software, or content generated by an AI tool that forms a substantial part of a deliverable, only after identifying it and any license terms to the Company in writing and receiving the Company's written approval; and

(d) doing the Work will not break a promise the Contractor has made to anyone else.

9. Insurance and limits on liability

The Contractor will carry the following insurance while performing the Work, if any is written here: [Insurance the contractor must carry (optional)]. The Contractor is not covered by the Company's insurance, except where the law requires otherwise.

Neither party is liable to the other for lost profits or for indirect or consequential damages arising from this Agreement. Each party's total liability arising from this Agreement is limited to the total fees paid and payable under it.

These limits do not apply to the Company's duty to pay for the Work, to a breach of the Confidentiality section, to harm caused on purpose, or to liability that cannot be limited by law.

10. General terms

The laws of [Governing law (state)] govern this Agreement, without regard to its rules on conflicts of law. If a court finds part of this Agreement unenforceable, the rest remains in effect.

This Agreement is the whole agreement between the parties about the Work and replaces earlier discussions and proposals about it. It can be changed only in writing agreed by both parties. The Contractor may not transfer this Agreement to someone else without the Company's written consent. The Company may transfer it to a business that takes over the part of the Company's business that the Work relates to.

Notices under this Agreement must be in writing and may be sent by email to the address each party has given the other for that purpose. The parties may sign this Agreement electronically and in separate copies, which together form one agreement.

The parties agree to the terms of this Agreement.

Company

SignatureDate

Name

Title

Contractor

SignatureDate

Name

Title

Check before you send it

A template cannot know your state, your industry or your deal. These are the points most likely to need a change, and the ones to raise with a lawyer.

Contractor status. The label in this agreement does not decide it. Federal agencies and each state apply their own tests to the real working relationship. California's ABC test is among the strictest: the worker is presumed to be an employee unless the business can show, among other things, that the work is outside the usual course of its business. Several other states use similar tests for some purposes.
Freelancer payment laws. Some states and cities, including New York, Illinois and California, have laws that require a written contract with an individual freelancer above a small dollar amount and set a payment deadline, often 30 days after the work is done, when the contract names none. Some also require particular details in the contract. Check the rule where the contractor works.
When ownership transfers. The template transfers ownership on creation, which favors the company. A contractor may reasonably ask for transfer on full payment. Decide that before you send it, and decide whether the contractor may show the work in a portfolio: as written, the work is confidential and the contractor needs your permission.
Copyright wording. The template uses an assignment and does not call the work a "work made for hire". Adding that phrase can have side effects under some state laws, California's in particular, so do not add it without advice.
Insurance and injuries. A contract cannot shift every risk. In some states and industries a business can be responsible for workers' compensation coverage for an uninsured contractor.
Tax reporting. US businesses generally report payments to a contractor above a yearly dollar threshold to the tax authorities and collect the contractor's taxpayer information first. Check the current threshold and forms.
Regulated data and industries. If the contractor will handle personal data, health information or payment card data, extra terms are usually needed that this template does not have.

How to send it with SignThis

Fill in the blanks. Choose "Send this for signature". After a short sign-up you are asked for the details: names, dates, amounts. Anything you skip stays a blank line.
Add who signs. Add the Company and Contractor, in that order, with their email addresses.
Place the blocks. Detect fields puts signature, date and name blocks on the signing lines. Add a Text block on any blank you want a signer to fill in.
Send. Each person gets a private link and signs in their browser. When the last one signs, everyone receives the sealed PDF and its audit certificate.

To change the wording first, download the Word file, edit it, save it as a PDF and upload that instead.

Questions about the independent contractor agreement template

Does signing an independent contractor agreement make someone a contractor?

No. The agreement records how the parties intend to work, and that is useful evidence, but agencies and courts look at the actual relationship: who controls the work, whose tools are used, whether the person has other clients, and whether the work is part of the company's core business. If those facts point to employment, the agreement does not change the outcome.

Who owns the work a freelancer creates?

In the US the creator generally owns the copyright unless a signed written document transfers it. Paying for the work is not enough to transfer it. This template has the contractor assign the rights to the company as the work is created, and gives the company a license to any of the contractor's pre-existing materials that are built into it.

What is the difference between an independent contractor agreement and a consulting agreement?

They cover similar ground from opposite sides. This template is written for the business doing the hiring: ownership passes when the work is created, confidentiality runs toward the company, and it has sections on company property and on the originality of the work. The consulting agreement template is written for the consultant: ownership passes on payment, confidentiality is mutual, and late invoices carry interest.

Why does the template not say "work made for hire"?

For a contractor, US copyright law treats only a short list of kinds of work as work made for hire, and only with a signed agreement, so the phrase often does not do what people expect. In California, using it in a contract can also cause the hiring business to be treated as an employer for some purposes. A direct assignment of rights avoids both problems.

Can I change the wording?

Yes. The text is a starting point. To change the wording, download the Word file, edit it, save it as a PDF and upload that to send it. If you only need to fill in the blanks, use "Send this for signature", which asks for them first.