Independent Contractor Agreement

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Parties›Services›Compensation…

Parties14 questions

1. Which state's law governs this agreement?

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2. What is the hiring party's exact legal name?

3. Hiring party's principal business address (and notice address if different)

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4. What type of legal entity is the hiring party?

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5. Contractor's full legal name (individual or entity)

6. Contractor's principal address

7. How is the contractor organized?

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8. Is the contractor a U.S. person or a foreign person/entity for tax purposes?

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9. Tax form status for this contractor

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10. Where will the contractor perform the services?

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11. Agreement effective date

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12. Which of the following accurately describe this contractor's engagement? (Select all that apply)

13. Is the contractor a former employee, applicant, or current worker of the hiring party?

14. Are the services within the hiring party's usual course of business or services that would normally be performed by employees?

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Services13 questions

15. Describe in detail the services the contractor will perform

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16. Will a separate statement of work (SOW), order form, or project brief be attached to or incorporated into this agreement?

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17. Does this engagement involve specific deliverables that require formal client approval?

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18. Project milestones (if payment or approval is tied to project phases)optional

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19. What performance standard applies to the contractor's work?

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20. What must the client provide for the contractor to perform the services?optional

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21. How will out-of-scope work, scope expansions, rush requests, and additional revisions be handled?

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22. How much control does the hiring party exercise over HOW the contractor does their work?

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23. Who provides the tools, equipment, and software used to perform the work?

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24. Will the contractor access client systems, data, or networks?

25. Are professional licenses, certifications, clearances, or background checks required to perform the services?

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26. If contractor will work onsite, what site access, safety, and conduct rules apply?optional

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27. Should the contractor be required to maintain business insurance?

Compensation12 questions

28. How will the contractor be compensated?

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29. Specific rate, fee, or payment amounts

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30. Duration of this engagement

31. Payment schedule

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32. How many days after invoice submission (or milestone acceptance) is payment due?

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33. What must invoices include and where/how must they be submitted?optional

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34. Currency and payment method

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35. Should the agreement expressly state that contractor is responsible for all taxes and that no payroll withholding, benefits, or employment benefits will be provided?

36. Will the contractor be reimbursed for business expenses?

37. Should a late payment fee apply if invoices aren't paid on time?

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38. How must invoice disputes be raised, and must undisputed amounts be paid on the due date?

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39. May the contractor suspend services if payment is more than a specified number of days late?

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IP & Confidentiality7 questions

40. Who owns the work product and deliverables created under this agreement?

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41. May the contractor incorporate third-party, open-source, stock, AI-generated, or pre-existing materials into the deliverables?

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42. Should the contractor's pre-existing IP (tools, code libraries, frameworks, methods) be excluded from the IP assignment?

43. Should the contractor be bound by confidentiality obligations?

44. Will the contractor process, access, or store personal information or regulated data?

45. What security controls must the contractor maintain for your data and systems?

46. May the contractor use the work product or the client's name in their portfolio or marketing?

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Non-Compete1 question

47. What type of post-engagement restriction, if any, should apply to competitive activity?

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Termination5 questions

48. What events allow immediate termination for cause (without notice)?

49. How much written notice is required for termination without cause (convenience termination)?

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50. If the client terminates early, what compensation does the contractor receive for work already done?

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51. Must the contractor provide transition assistance, handoff materials, or cooperation after termination?

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52. What happens to IP ownership, licenses, and work in progress when the agreement terminates?

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Exclusivity & Solicitation5 questions

53. Is this an exclusive arrangement during the engagement?

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54. Should the contractor be restricted from soliciting your clients or prospects directly after the engagement?

55. Should the contractor be prohibited from soliciting or hiring your employees or other contractors?

56. Scope details for client and employee non-solicitation: covered persons, lookback period, and restricted conductoptional

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57. Must the contractor disclose conflicts of interest, competitive engagements, or relationships with client competitors or customers?

Subcontracting2 questions

58. May the contractor subcontract or delegate the work to others?

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59. Must contractor personnel or subcontractors pass background checks, training, or security reviews?optional

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Additional IP & Liability4 questions

60. Should the contractor indemnify the client against claims arising from the contractor's work?

61. What warranties does the contractor provide, and should implied warranties be disclaimed?

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62. Should the parties' liability under this agreement be capped, and what are the carve-outs?

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63. Should the contractor warrant that deliverables do not infringe any third-party intellectual property rights?

Additional Terms9 questions

64. What legal compliance obligations should the contractor expressly assume?

65. Should the client have the right to audit the contractor's records for invoices, compliance, or subcontractor obligations?optional

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66. May either party use the other's name, logo, or brand in marketing, press releases, or case studies?

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67. May either party assign this agreement, and what happens in a merger or acquisition?

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68. How must formal notices under this agreement be delivered?

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69. Which obligations should survive termination or expiration of the agreement?

70. How should this agreement relate to SOWs, purchase orders, proposals, and prior agreements?

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71. How may this agreement be amended, and may it be signed in counterparts or electronically?

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72. Include a force majeure clause excusing non-performance due to unforeseeable events beyond a party's control?

Dispute Resolution5 questions

73. How should disputes be resolved?

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74. In which county and state should disputes be venued?

75. Should either party be able to seek emergency injunctive relief in court even if arbitration applies?

76. Should prevailing-party attorneys' fees or collection costs apply?

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77. Should the agreement explicitly allow electronic signatures?

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