Independent contractor agreement template
An independent contractor agreement for a business that hires a freelancer or a contracting company for defined services or a project, with an exhibit for scope, timeline and fees. Free to download, with no sign-up and no email address.
Contract templates › Independent contractor agreement template
What is an independent contractor agreement?
An independent contractor agreement is a contract between a business (the client) and a self-employed person or company (the contractor) that performs defined services without becoming an employee. It records what the contractor will deliver, what the client will pay and when, who owns the finished work, and how either side can end the engagement. This template also states that the contractor controls how the work is done and pays its own taxes. It covers confidentiality and the use of AI tools, and it does not contain a non-compete clause. The last page holds eight notes on completing the template, which you delete before signing.
When to use this template, and when not
Use it when
- Your business is engaging a freelancer, a self-employed individual or a company for defined services or a project.
- The contractor decides how, when and where the work is done, and is free to work for other clients.
- The work produces deliverables, and you want ownership to pass to the client once they are paid for.
Use something else when
- You are hiring an employee. Use the employment contract template.
- The contractor will work mainly for you, under your direction, or in a role that is part of your usual business. Take advice first, because the worker may be an employee whatever the contract says.
- You expect many projects with the same provider. A master service agreement lets you sign the legal terms once.
- The client is a consumer or household, or the work is construction or a regulated profession with its own engagement rules. The template is not suited to those.
What is in this independent contractor agreement template
| Section | What it does |
|---|---|
| 1. Services | Engages the contractor for the services and deliverables in Exhibit A, with a blank for the client’s review period for each deliverable. |
| 2. Fees, Expenses and Payment | Sets fees, reimbursable expenses and invoicing by reference to Exhibit A, with blanks for the payment period and the monthly late-payment interest rate. |
| 3. Independent Contractor Status | States that the contractor controls how the work is done, pays its own taxes and insurance, receives no employee benefits and provides a Form W-9. |
| 4. Work Product and Intellectual Property | Assigns each deliverable to the client on full payment, while the contractor keeps its own materials and licenses those built into a deliverable. |
| 5. Use of Artificial Intelligence Tools | Allows AI tools, requires disclosure on request and restricts entering client information into tools that retain it, train on it or share it. |
| 6. Confidentiality | Protects each party’s non-public information for the number of years you enter and includes the federal trade secret whistleblower notice. |
| 7. Non-Solicitation of Employees | Stops each party soliciting the other’s employees for the number of months you enter, and does not apply if the blank is left empty. |
| 8. Term and Termination | Runs until the services are completed or any earlier end date in Exhibit A, with blanks for the notice period to end the agreement early and the period to cure a breach. |
| 9. Warranties | The contractor warrants professional work, conforming deliverables and original or licensed content, with a blank for the period to request a free correction. |
| 10. Indemnification | Each party defends the other against stated third-party claims, including intellectual property claims about the deliverables or the client’s materials. |
| 11. Limitation of Liability | Excludes indirect damages and caps each party’s liability at the fees for the previous twelve months, with stated exceptions. |
| 12. Governing Law; Jurisdiction | Has blanks for the state whose law governs the agreement and for the location of the courts that hear disputes. |
| 13. General Provisions | Covers the entire agreement, amendments, severability, assignment, notices, counterparts and electronic signatures. |
| Exhibit A: Services, Deliverables, Timeline and Fees | A form for the services, deliverables, dates, fee basis, deposit, invoicing, reimbursable expenses, insurance, third-party materials, other terms and milestones. |
How to fill it in
- In the opening paragraph, enter the effective date and each party’s name and mailing address, then keep the bracketed wording that fits the contractor (individual or entity) and delete the other.
- In section 1(d), enter the number of business days the client has to review a deliverable, or leave it blank for ten.
- In section 2, enter the payment period in 2(d) and the monthly interest rate on late payments in 2(e).
- In section 6(c), enter how many years confidentiality lasts after the agreement ends, and in section 7(a) enter a non-solicitation period in months or leave it blank to switch section 7 off.
- In section 8, enter the notice period for ending the agreement early in 8(b) and the period to cure a breach in 8(c), then enter the correction period in section 9(c).
- In section 12, enter the governing state and the location of the courts.
- Complete Exhibit A in full: services, deliverables, dates, fee basis, total value, deposit, invoicing, expenses, insurance, third-party materials, other terms and any milestones.
- Delete the notes page, then complete the signature block with each party’s name, title and email for notices.
How to e-sign your independent contractor agreement
- Save the completed independent contractor agreement as a PDF.
- Upload it to QuickSigner and add each signer’s email.
- Place the signature fields and send. Each party signs from a secure link, without an account.
Section 13 of the template confirms that the agreement may be executed by electronic signature and that electronic signatures have the same legal effect as handwritten ones. The free plan covers 5 documents a month. The free plan adds signature fields only, so type names, titles and dates into the document before you save it.
Independent contractor agreement FAQs
Does signing an independent contractor agreement make someone a contractor?
No. Calling someone an independent contractor does not make them one, because courts and agencies look at how the relationship works in practice. A misclassified worker can leave the client liable for back taxes, wages, overtime, benefits and penalties. Many states apply stricter tests than the federal ones, such as the “ABC” test in California, which presumes the worker is an employee.
Who owns the work an independent contractor creates?
The contractor does, unless it assigns the copyright in writing. Section 4 of this template assigns each deliverable to the client once the client has paid the fees due for it in full. The contractor keeps the tools and materials it already had and gives the client a perpetual, royalty-free license to any of them built into a deliverable.
Do I need a written contract with a freelancer?
In several states and cities, yes. As of October 2026, New York State requires one for services worth $800 or more, Illinois for $500 or more and California for professional services worth $250 or more, in each case counting contracts between the same parties over the preceding 120 days. These laws typically require the contract to state both parties’ names and mailing addresses, an itemized list of services, the rate and method of pay, and the payment date. That is why the template asks you to complete the opening paragraph and Exhibit A in full.
Which tax forms do I need for an independent contractor?
The client should collect a Form W-9 from a US contractor before the first payment, and section 3(e) of the template requires the contractor to provide one. As of October 2026, a business must generally file Form 1099-NEC when it pays a contractor $2,000 or more for services in 2026. Exceptions apply, for example for most payments to corporations, and state thresholds may differ.
Does this template include a non-compete clause?
No. The template deliberately leaves it out, because many states restrict or prohibit non-competes and restricting a contractor from working for others is evidence of employee status. Section 3(c) says the contractor may work for other clients. Section 7, which covers non-solicitation of employees, is optional and applies only if you enter a period.
How can either party end an independent contractor agreement?
Under this template, either party can end it at any time by written notice, or for a material breach that is not cured. You enter both periods in section 8, and each is fifteen days if left blank. On termination the client pays for all services properly performed up to that date, including a proportionate part of any fixed or milestone fee for unfinished deliverables.
Related templates
- Form W-9, to collect a US contractor’s tax details before the first payment
- Consulting agreement template
- Service agreement template
- NDA template
Last updated Oct 7, 2026. This template is provided by QuickSigner for general information only and is not legal advice. Whether a worker is an independent contractor or an employee depends on the facts and on federal and state law, not on the wording of a contract, and freelance-payment, tax and intellectual property rules vary by state. Have this document reviewed by a qualified attorney before use.
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