Professional Services-Proposals
Independent Contractor Agreement
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Proposal Outline
Independent Contractor Agreement
Parties and key terms
Engagement
Services and delivery
Fees and payment
Ownership and confidentiality
Ownership and confidentiality (continued 2)
Risk and liability
Risk and liability (continued 2)
Term and termination
General
General (continued 2)
Schedule 1: Services
Schedule 2: Fees
Signatures
About this template
This independent contractor agreement template sets the terms for a business engaging a contractor on hourly fees. It covers scope, time records, invoicing, ownership of work, confidentiality and the independent nature of the relationship. Agencies use it when bringing in freelancers or subcontractors, including for work delivered to the agency’s own clients.
When to use this agreement
Use it when you hire an outside specialist for defined work, billed by the hour, and they run their own business. It suits agencies subcontracting design, development or writing to freelancers.
A contractor agreement is different from an employment contract. Here the contractor controls how the work is done, handles their own taxes and staff, and invoices you. Whether someone is legally a contractor or an employee depends on how the relationship works in practice and on local law, not only on the contract’s title.
What the agreement covers
- Engagement and services
- Engages the contractor for the work in Schedule 1, sets the standard of care, lists what the company must supply, and requires a signed change order for scope changes.
- Fees and payment
- Hourly fees with time records, monthly invoices in arrears, a process for disputed invoices, suspension rights for overdue amounts and reimbursement of pre-approved expenses.
- Ownership and confidentiality
- Project materials pass to the company once paid for, the contractor’s pre-existing tools are licensed rather than transferred, and both sides protect confidential information.
- Risk and liability
- Warranties with a correction process, a disclaimer, a liability cap with carve-outs, and mutual indemnities for intellectual-property claims.
- Term, termination and general terms
- Termination for convenience or uncured breach, handover of materials, force majeure, and an independent business relationship clause, plus notices, disputes and governing law.
Before you send it
- Fill in both schedules
- Schedule 1 should list the work, capacity and period. Schedule 2 should set the hourly rate, any estimate and expenses.
- Check the relationship in practice
- Make sure day-to-day arrangements, such as who sets hours and methods, match an independent business relationship.
- Align with your client contract
- If the work is for your own client, check that ownership and confidentiality terms flow through consistently.
- Have a lawyer review it
- Contractor classification rules vary widely, so ask a lawyer to review the agreement for both parties’ jurisdictions.
This guide is general information, not legal advice. Have a lawyer review the agreement for your situation and the governing law before you use it.
Frequently Asked Questions
What should an independent contractor agreement include?
Scope of services, fees and invoicing, expenses, ownership of work, confidentiality, warranties and liability limits, term and termination, and a clause confirming the independent relationship. This template also includes schedules for services and fees.
Does a contractor agreement make someone a contractor?
Not by itself. Classification usually depends on how the work is actually controlled and carried out, and the tests differ by country and state. A lawyer can advise on the parties’ jurisdiction.
Who owns the work a contractor produces?
Under this template, project materials transfer to the company once the related fees are paid. The contractor keeps tools and materials it owned beforehand and licenses them for use in the work.
Can I use this for subcontractors on client projects?
Yes. The engagement clause allows the work to be for the company’s own clients, and Schedule 2 notes that the contractor invoices the company only, not the end client.
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