This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction. Consult a qualified attorney before using or relying on this template.

1. Parties

This Independent Contractor Agreement ("Agreement") is entered into by and between [Client Legal Name], with a principal place of business at [Client Address] ("Client"), and [Contractor Legal Name], located at [Contractor Address] ("Contractor").

2. Scope of Services

Contractor agrees to perform the following services: [Describe the services, deliverables, milestones, and acceptance criteria].

3. Compensation and Invoicing

Client will pay Contractor: [Hourly rate/Fixed fee/Retainer terms]. Contractor will submit invoices [frequency], payable within [number] days. Late payments may accrue a late fee of [x%] per month where permitted by law.

4. Independent Contractor Status

Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor is responsible for all taxes, withholdings, and statutory obligations.

5. Intellectual Property

Unless otherwise agreed in writing, upon Client's full payment, Contractor assigns to Client all right, title, and interest in and to the deliverables created specifically for Client under this Agreement (excluding Contractor's pre-existing materials and general know-how, which remain Contractor's property). Contractor grants Client a non-exclusive license to any pre-existing materials incorporated into the deliverables as reasonably necessary for Client's use of the deliverables.

6. Confidentiality

Each party agrees to keep confidential and not to disclose any non-public information obtained from the other party and to use such information only for purposes of performing under this Agreement.

7. Non-Solicitation (Optional)

During the term and for [duration] after termination, Contractor agrees not to solicit employment of Client's employees with whom Contractor worked directly, without Client's prior written consent.

8. Term and Termination

This Agreement begins on [start date] and continues until [end date or completion]. Either party may terminate upon [number] days' written notice. Upon termination, Client will pay for work performed through the termination date.

9. Warranties

Contractor represents that the services will be performed in a professional and workmanlike manner and that the deliverables, to Contractor's knowledge, do not knowingly infringe any third-party intellectual property rights.

10. Limitation of Liability

To the fullest extent permitted by law, neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement.

11. Indemnification

Each party will indemnify and hold the other harmless from third party claims arising from the indemnifying party's breach of this Agreement or violation of law.

12. General

Governing Law: [State/Country].
Dispute Resolution: [Courts/Arbitration venue].
Entire Agreement; Amendments must be in writing.
Assignment only with prior written consent, except as allowed by law.
Notices: Sent to the addresses above or as updated in writing.

Signatures

CLIENT: _________________________ Date: ____________
CONTRACTOR: _____________________ Date: ____________

Disclaimer: This template is provided without warranty of any kind and does not create an attorney-client relationship.

Independent Contractor Agreement (Template)