Independent contractor agreement template
An independent contractor agreement sets the terms for someone who works for your business without becoming your employee: what they'll do, how they're paid, who owns the work, and how either side can end it. This one is written for small businesses hiring contractors for ongoing or project work. Read it below, then send it to sign along with their W-9.
Updated November 5, 2026 · 4 min read
The contract
Gray blanks are yours to fill in before you send. Each signer fills in the blanks in their color.
- You, before sending
- Contractor
- Client (your business)
Independent Contractor Agreement
This Independent Contractor Agreement (the "Agreement") is made on Agreement date between Client business name (the "Client") and Contractor or business name (the "Contractor").
1. Services
The Contractor will provide the following services (the "Services"): Services
Deliverables and deadlines: Deliverables and deadlines
2. Term
This Agreement starts on Start date and ends on End date, unless the parties extend it in writing or it ends earlier under section 10.
3. Pay
The Client will pay the Contractor at this rate: Rate (for example, an hourly rate, a fixed project fee, or a fee per milestone). The Contractor will invoice the Client Invoicing schedule, listing the Services performed, and the Client will pay each correct invoice within Days to pay invoices days of receiving it.
4. Expenses
The Contractor pays their own business expenses. The Client will reimburse only expenses it has approved in writing in advance, when the Contractor sends the receipts with their invoice.
5. Independent contractor status
The Contractor is an independent business, not an employee, partner or agent of the Client. The Contractor decides how, when and where to perform the Services, provides their own tools and equipment, and may work for other clients, as long as doing so doesn't break section 9. The Client is interested only in the results of the Services.
The Contractor is not entitled to wages, overtime, benefits, or workers' compensation or unemployment coverage from the Client. The Contractor is responsible for all taxes on the amounts they are paid, and will give the Client a completed IRS Form W-9 before the first payment.
6. Insurance
The Contractor will carry general liability insurance, and professional liability insurance where the Services call for it, meeting these requirements: Insurance requirements. On request, the Contractor will provide a certificate of insurance.
7. Standard of work
The Contractor will perform the Services with professional skill and care, follow the laws and licensing rules that apply to their work, and follow the Client's safety and security rules when working at the Client's or a customer's premises or on their systems.
8. Work product
Everything the Contractor creates for the Client under this Agreement (the "Work Product") belongs to the Client once the Client has paid for it. To the extent any Work Product is not a "work made for hire" under copyright law, the Contractor assigns all rights in it to the Client on payment, and will sign any further documents needed to record that. The Contractor keeps ownership of tools, methods and materials they owned before this Agreement, and grants the Client a permanent, royalty-free license to use any of them that are included in the Work Product.
9. Confidentiality
The Contractor will keep confidential all non-public information about the Client, its customers and its business that they learn while performing the Services, and will use it only to perform the Services, both during this Agreement and after it ends. On request, or when the Agreement ends, the Contractor will return or delete that information.
10. Termination
Either party may end this Agreement for any reason by giving Days of notice to end days' written notice, or immediately if the other party seriously breaches it and does not fix the breach within 10 days of written notice. The Client will pay for Services properly performed up to the end date.
11. Responsibility for claims
Each party is responsible for claims caused by its own negligence or misconduct. The Contractor will defend and indemnify the Client against claims arising from the Contractor's negligent or wrongful acts in performing the Services, or from the Contractor's failure to pay their own taxes.
12. General
This Agreement is governed by the laws of the state of State. It is the entire agreement between the parties about the Services and can be changed only in writing signed by both. The Contractor may not subcontract or assign the work without the Client's written consent. Electronic signatures count as original signatures.
Contractor details
Address: Contractor address
Phone: Contractor phone Email: Contractor email
Contractor
For the Client
Opens it in SignMaster as a template you can edit and send.
A starting point, not legal advice. Have a lawyer review it for your state and situation.
On this page
What the agreement does, and what it can't
The agreement puts the business deal in writing and records that both sides intend a contractor relationship: the contractor runs their own business, uses their own tools, sets their own hours and pays their own taxes. That matters when a dispute comes up, and when an auditor asks how you classified someone.
What it can't do is make someone a contractor. The IRS weighs behavioral control, financial control and the relationship as a whole; the Department of Labor and many states apply their own tests, and some, like California's ABC test, start from the presumption that a worker is an employee. If you control how, when and where the work is done, a signed contract won't change the answer.
What the template covers
- Services and deliverables: what the contractor will do, in a blank you fill in, with deadlines.
- Term: a start and end date, so the engagement is renewed on purpose rather than left running.
- Pay: an hourly, project or milestone rate, the invoicing schedule, and how many days you have to pay.
- Expenses: reimbursed only when you approve them in writing in advance.
- Contractor status: their own tools, hours and methods, no benefits, and their own taxes, starting with a W-9.
- Insurance: general liability, and professional liability where the work calls for it.
- Work product: ownership passes to you on payment, through a written assignment that holds where "work made for hire" doesn't.
- Confidentiality and termination: your information stays private, either side can end it with notice, and you pay for work done.
Mistakes to avoid
- Treating the contractor like staff. Set deadlines and results, not shifts; don't require them at your morning meetings or hand them your employee handbook.
- Skipping the W-9. Collect it before the first payment so you have their taxpayer ID for any 1099-NEC you need to file.
- Relying on the words "work made for hire" alone. For most kinds of work a contractor creates, that label isn't enough; copyright law needs a signed written assignment, which section 8 provides.
- Open-ended engagements. A contractor who works only for you, indefinitely, on your core business looks like an employee. Set a term and renew it deliberately.
- No insurance check. Ask for a certificate of insurance before they work at your premises or a customer's.
Misclassification is expensive
If a worker is later found to be an employee, you can owe back payroll taxes, overtime, benefits and penalties. Have a lawyer or accountant check the relationship against your state's test, not just the IRS's.
How to send it with SignMaster
- 1
Open the template
Choose Use this template above. It opens with the contractor signing first and your business countersigning.
- 2
Fill in the engagement
Use the gray blanks for your business, the services, deliverables, dates, rate, payment terms and notice period. The contractor fills in their business name, address, phone and email.
- 3
Add the W-9 and insurance
If you've made the IRS W-9 into a template, combine it into the same envelope; roles with the same name merge, so the contractor signs both in one sitting. An attachment field collects their certificate of insurance.
- 4
Send and countersign
They sign from the email on any phone or computer, with no account. You sign last, and both of you get the signed PDF with its certificate of completion.
- 5
Keep them in your contacts
On a paid plan, with Save signers to Contacts on, the contractor's name, email and phone are saved to your contacts when they sign, ready for the next statement of work.
Onboarding a group of contractors
Seasonal businesses often bring on a dozen contractors at once, each at a different rate. Keep Services and Rate as gray blanks, add a column for each to your spreadsheet, and bulk send the agreement: every contractor gets a copy with their own rate printed in it. From Excel, save the sheet as CSV UTF-8 first.
Questions? Answers.
Does an independent contractor agreement make someone a contractor?
No. It records what you both intend, but the IRS, the Department of Labor and state agencies look at how the work actually happens. The agreement helps most when it matches reality.
Who owns the work an independent contractor creates?
Without a written agreement, usually the contractor, for anything copyrightable. Section 8 assigns it to you once you've paid, and copyright law requires that assignment to be in a signed writing.
Do I need a W-9 from an independent contractor?
Yes, collect one before you pay them. It gives you their taxpayer ID for any 1099-NEC you file. See how to sign a W-9 online.
Can a contractor sign the agreement on their phone?
Yes. The signing link opens in any phone browser; there's nothing to install and no account to create. See how to sign a contractor agreement online.
Sources
- IRS: Independent contractor (self-employed) or employee? · irs.gov
- California Labor Code § 2775, the ABC test · leginfo.legislature.ca.gov
- 17 U.S.C. § 204(a), transfers of copyright must be in a signed writing · law.cornell.edu
- IRS: About Form W-9 · irs.gov