Independent Contractor Agreement
Generate a professional contractor agreement in minutes. Define scope, payment, IP ownership, and confidentiality — download as a clean PDF, free, no signup.
This is a template, not legal advice. This generator produces a standard contractor agreement for general use. For high-value engagements, complex IP situations, or legally sensitive work, have a qualified lawyer review before signing. Laws vary by jurisdiction.
Client Details
The client is the person or business hiring the contractor and paying for the work.
This is usually you — the one commissioning the project.
Contractor Details
The contractor is the freelancer, consultant, or individual providing the services.
This could be a person or a sole proprietor business. They are not an employee.
Scope of Work
Be specific about what the contractor will deliver.
E.g. "Design and develop a 5-page WordPress website including homepage, about, services, blog, and contact pages. Includes mobile-responsive design and basic SEO setup."
Set a clear end date or project deadline. If the engagement is ongoing with no fixed end, leave the end date blank and it will read as an ongoing arrangement terminable by either party with notice.
Payment Terms
For project-based work, 50% upfront / 50% on completion is the most common structure and protects both parties.
For ongoing retainer work, monthly invoicing is standard.
Intellectual Property Ownership
This is one of the most important clauses. Who owns the work once it is delivered?
If you're hiring a designer or developer, you almost certainly want the IP to transfer to you. If you're a contractor, you may want to retain it until fully paid.
🔒 Transfers to Client on Payment
All work product becomes the client's property once payment is received in full. Most common for project-based work.
💾 Contractor Retains Ownership
Contractor keeps IP and grants the client a licence to use the work. Common for stock assets, templates, or reusable work.
📄 Exclusive Licence to Client
Contractor retains ownership but grants the client an exclusive, perpetual licence. A middle-ground option.
Agreement Details
Optional Clauses
These add extra protections to the agreement. All are pre-checked as sensible defaults — uncheck anything that does not apply to your situation.
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Before You Sign
- Both parties should sign and keep a copy
- Describe deliverables as specifically as possible
- Confirm IP ownership expectations before work starts
- For large projects, consider also using a separate NDA
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How to use this tool
- 1 Fill in the client and contractor details. Use full legal names — these will appear in the final document.
- 2 Describe the scope of work as specifically as possible. Vague scope is the most common source of contractor disputes.
- 3 Set the fee, payment schedule, and IP ownership terms. The IP section is critical — decide before work starts, not after.
- 4 Review the optional clauses and uncheck any that do not apply. Download the PDF and share with the other party for signature.
Frequently Asked Questions
An independent contractor agreement is a contract between a client and a freelancer or contractor that defines the terms of the working relationship: what work will be done, when, for how much, who owns the output, and what happens if things go wrong. It establishes that the contractor is not an employee, which has significant tax and liability implications for both sides.
A contractor controls how and when they work, typically uses their own tools, may work for multiple clients simultaneously, and handles their own taxes and benefits. An employee works under the employer's direction, is entitled to employment protections, and has taxes withheld by the employer. Misclassifying an employee as a contractor is a serious legal issue — tax authorities in Canada, the US, and UK actively enforce this.
Without a written agreement, IP ownership rules vary by jurisdiction and can default to the contractor. This is why specifying ownership in writing is critical. This generator lets you choose: IP transfers to the client on payment (most common for bespoke work), the contractor retains ownership with a licence to the client, or the client receives an exclusive perpetual licence.
For routine freelance work — a website, a design project, a consulting engagement — a well-drafted template like this one is sufficient for most situations. For high-value contracts, sensitive IP, regulated industries, or complex multi-party arrangements, having a lawyer review or draft the agreement is worth the investment.
This agreement includes an optional confidentiality clause that covers the basics. For most contractor engagements this is sufficient. If you are sharing genuinely sensitive trade secrets, unreleased product plans, or proprietary technology before the contract is even signed, a standalone NDA signed upfront provides cleaner protection and a separate paper trail.
First, refer to the agreement's scope of work section to confirm what was agreed. Send a written notice (email is fine) documenting the shortfall and giving a reasonable deadline to remedy it. If unresolved, the termination clause defines your options. For significant financial disputes, consider a formal demand letter or small claims court, depending on the amount involved.