This Independent Contractor Agreement ("Agreement") is made and entered into as of [Date] by and between:


  • [Your Name/Business Name]
  • [Your Address]



  • [Contractor Name]
  • [Contractor Address]


Project Description:

  • Project Name: [Name of the project]
  • Project Scope: [Brief description of the services to be provided]

WHEREAS, Company desires to engage Contractor to provide certain services, and Contractor desires to provide such services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

Contractor agrees to provide the following services for the Company:

  • [List specific services to be performed]

2. Independence

Contractor is an independent contractor and not an employee of the Company. Contractor shall control the manner and means by which the services are performed. Contractor is responsible for providing all tools, equipment, and supplies necessary to perform the services.

3. Compensation

  • Total Fee: [USD amount] (or "Hourly Rate: [USD amount]" if applicable)
  • Payment Schedule: [Specify payment schedule, e.g., payment upon completion of project, milestone payments]
  • Payment Methods: [Specify accepted methods, e.g., cash, check, bank transfer]

4. Taxes

Contractor is solely responsible for all taxes (including federal, state, and local income taxes) and social security contributions associated with the income earned under this Agreement. Contractor shall provide Company with a W-9 form upon signing this Agreement.

5. Term and Termination

  • Term: This Agreement shall commence on [Start Date] and continue until [End Date] (the "Term"). The Agreement may be renewed upon written agreement of both parties.
  • Termination: This Agreement may be terminated by either party upon written notice to the other party for any reason. In the event of termination by Company without cause, Company will compensate Contractor for services rendered up to the date of termination.

6. Indemnification

Contractor agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to:

  • Contractor's Services: Contractor's performance or non-performance of services under this Agreement.
  • Contractor's Acts or Omissions: Contractor's negligence, gross negligence, or willful misconduct.
  • Third-Party Claims: Any claims brought by a third party against the Indemnified Parties arising out of or relating to Contractor's acts or omissions under this Agreement.

7. Insurance

[Optional: Include this section if requiring insurance from the contractor]

Contractor shall maintain general liability insurance with minimum coverage limits of [amount] throughout the Term of this Agreement. Contractor shall provide Company with a certificate of insurance evidencing such coverage.

8. Confidentiality

Contractor agrees to hold confidential all non-public information of the Company disclosed to Contractor during the course of this Agreement. Contractor shall not use or disclose such information for any purpose other than performing the services under this Agreement without the prior written consent of the Company.

9. Intellectual Property

[Specify ownership of intellectual property rights created by the Contractor during the course of the Agreement. Options include assigning them to the Company or granting the Company a license to use them.]

10. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

11. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

12. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State].

13. Dispute Resolution

[Optional: Specify the method for resolving any disputes arising from the Agreement (e.g., mediation, arbitration).]

14. Notices

All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified or registered mail, postage prepaid, return receipt requested, or sent by overnight courier service to the addresses set forth above.

15. Signatures


[Your Signature]

[Your Printed Name]


[Contractor Signature]

[Contractor Printed Name]