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Independent Contractor Agreement Generator

Write down a freelance or consulting engagement: the work, the price, when invoices are paid, who owns the work product, confidentiality, and how either side can end it. Free PDF in English or Spanish. It runs in your browser.

The label in this contract does not decide whether the worker is a contractor.

Federal and state agencies look at the real working relationship. The IRS says "the substance of the relationship, not the label, governs the worker's status," and some states, such as California, presume a worker is an employee unless the hiring business proves otherwise. Read the classification section below before you use this agreement. A self-help template, not legal advice.

A contract does not decide whether someone is a contractor

The law looks at the real working relationship, not the label in this agreement. The IRS says the substance of the relationship, not the label, governs. Read the classification section below the tool before you use this agreement.

Parties
The work
Payment

Type numbers with a period for decimals and no other symbols, for example 1500.50.

Ownership, confidentiality, and term

Still blank (these print as blanks you can fill in by hand):

  • Client name
  • Contractor name
  • Services to be performed
  • Payment amount

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Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made effective [DATE] between [CLIENT] (the “Client”) and [CONTRACTOR] (the “Contractor”).

1. Services

The Contractor will perform the following services (the “Services”): [DESCRIPTION OF SERVICES]. Changes to the Services must be agreed in writing, including any change to the payment.

2. Payment

The Client will pay the Contractor a fixed fee of $[AMOUNT] for the Services, invoiced on completion. The Client will pay each correct invoice within 30 days after receiving it. The Contractor is responsible for all taxes on amounts paid under this Agreement, and the Client will not withhold taxes or pay benefits for the Contractor, except as the law requires.

3. Expenses

The Contractor pays the Contractor’s own expenses of performing the Services, including tools, equipment, and travel.

4. Relationship of the Parties

The Contractor is an independent contractor, not an employee, partner, or agent of the Client. The Contractor decides how, when, and where to perform the Services, provides the Contractor’s own tools and equipment, may hire helpers at the Contractor’s own cost, and may work for other clients. The Client may state the results it needs and deadlines, but does not control the details of how the work is done. The Contractor has no authority to sign contracts or make commitments for the Client. The parties understand that the law, not this paragraph, determines the Contractor’s legal status.

5. Work Product and Intellectual Property

All work product the Contractor creates for the Client under this Agreement (the “Work Product”) belongs to the Client once the Client has paid for it. Effective on payment, the Contractor assigns to the Client all right, title, and interest in the Work Product, including copyrights. The Contractor keeps ownership of the Contractor’s pre-existing materials, tools, and know-how, and grants the Client a non-exclusive, perpetual license to use any of them included in the Work Product as part of the Work Product.

6. Confidentiality

Each party will keep confidential any non-public business, technical, or personal information the other party shares in connection with this Agreement and will use it only to perform this Agreement. This duty continues for 3 years after this Agreement ends. It does not cover information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently develops, or that the law or a court requires to be disclosed. Nothing in this Agreement limits any right a party has under law to report possible violations of law to a government agency.

7. Term and Termination

This Agreement begins on its effective date and ends when the Services are completed and paid for, unless ended earlier under this Section.

Either party may end this Agreement for any reason by giving the other 14 days’ written notice. Either party may end it immediately by written notice if the other party materially breaches it and does not cure the breach within 10 days after written notice. On termination, the Client will pay for Services performed and approved expenses incurred through the termination date, and the Contractor will deliver any completed or partly completed Work Product that has been paid for.

8. General Terms

This Agreement is the entire agreement of the parties about the Services and replaces any earlier agreement on the same subject. It may be changed only in a writing signed by both parties. Neither party may assign it without the other’s written consent, except that the Client may assign it to a successor to its business. If any provision is found unenforceable, the rest remains in effect. Notices must be in writing and sent to the addresses below or to an email address a party designates in writing.

CLIENT

Signature: ______________________________ Date: ____________

Printed name: ______________________________

Title (if signing for a business): ____________

Address: ______________________________

 

CONTRACTOR

Signature: ______________________________ Date: ____________

Printed name: ______________________________

Address: ______________________________

 

Before you sign

CLASSIFICATION IS NOT DECIDED BY THIS CONTRACT. Calling someone an independent contractor in a written agreement does not make them one. Federal and state agencies and courts look at the actual working relationship. Under the federal wage law, 29 CFR part 795 (as in effect in September 2026) says labeling employees as independent contractors does not remove wage protections and asks whether the worker is economically dependent on the business or in business for themself. The IRS says the substance of the relationship, not the label, governs, and looks at behavioral control, financial control, and the type of relationship. Some states use their own tests: California’s Labor Code § 2775 presumes a worker is an employee unless the hiring entity shows all three parts of the “ABC” test. Misclassification can have wage and tax consequences for both sides.

The federal rule is under review: the Department of Labor proposed on February 27, 2026 to replace the analysis in 29 CFR part 795, and since May 2025 its investigators have not applied the 2024 rule’s analysis in enforcement. The 2024 rule still applies in private lawsuits. Check the current rule before you rely on it.

If you are unsure how a worker should be classified for federal tax purposes, either party can ask the IRS for a determination on Form SS-8.

This agreement has no non-compete or non-solicitation clause. Get legal advice before adding one.

Intellectual property: by default the agreement assigns the work product to the Client on payment. Under U.S. copyright law, a work by an independent contractor is a “work made for hire” only in listed categories and only if both parties agree in a signed writing (17 U.S.C. § 101); the optional work-made-for-hire clause keeps an assignment as a backstop. Patent and trademark rights may need separate documents.

CALIFORNIA: the default clause deliberately does not call the work a “work made for hire.” In California, a person engaged by contract to create a specially ordered or commissioned work under a signed writing that makes it a work made for hire, where the ordering party obtains all the copyright, is an “employee” for workers’ compensation (Cal. Lab. Code § 3351.5(c)), and the ordering party is the author’s “employer” for unemployment insurance (Cal. Unemp. Ins. Code § 686). Get advice before choosing the work-made-for-hire option for work done in California.

A Contract Does Not Decide Classification

Three different tests show why. None of them turns on what the contract calls the worker.

Federal wage law (FLSA). The Department of Labor's regulation at 29 CFR part 795 says: "Labeling employees as 'independent contractors' does not make these protections inapplicable." It asks whether the worker is economically dependent on the business for work or is in business for themself, weighing six factors: opportunity for profit or loss depending on managerial skill; investments by the worker and the business; the permanence of the relationship; the nature and degree of control; whether the work is an integral part of the business; and skill and initiative. No one factor decides the question.

The federal rule is in flux. That regulation took effect March 11, 2024 and is still the published text. In Field Assistance Bulletin 2025-1 (May 1, 2025), the Department said its investigators would no longer apply the 2024 rule's analysis in enforcement, while the rule remains in effect for private lawsuits. On February 27, 2026, it proposed rescinding that analysis and returning, with modifications, to the one it adopted in January 2021 (Federal Register 2026-03962). We found no final rule as of September 27, 2026.

Federal taxes (IRS). Under the common-law rules in IRS Publication 15-A, anyone who performs services for a business is generally an employee "if you have the right to control what will be done and how it will be done." The IRS groups the evidence into behavioral control, financial control, and the type of relationship, and a written contract describing the relationship the parties intended is only one of the relationship facts. "If you have an employer-employee relationship, it makes no difference how it is labeled." Either party can ask the IRS to decide by filing Form SS-8.

California's ABC test. For the Labor Code, the Unemployment Insurance Code, and the wage orders, a worker is an employee "unless the hiring entity demonstrates" all three of these: (A) the worker is free from the hiring entity's control and direction in performing the work, "both under the contract for the performance of the work and in fact"; (B) the work is outside the usual course of the hiring entity's business; and (C) the worker is customarily engaged in an independently established trade, occupation, or business of the same nature (Cal. Lab. Code § 2775(b)(1)). The Labor Code also sets out exceptions, such as certain business-to-business relationships (§ 2776). Other states have their own tests.

The relationship clause in the generated agreement describes an independent arrangement (the contractor controls how and when the work is done, supplies their own tools, and may work for others), and it ends with the parties' acknowledgment that the law, not the clause, determines the worker's status. The clause only helps if it matches what actually happens.

What the Agreement Covers

Scope of services and deliverables; a fixed fee, hourly rate (with an optional cap), or monthly fee; invoicing and payment timing; expenses; ownership of the work product; confidentiality; term and termination with payment for work done; optional insurance; and governing law.

On ownership: under U.S. copyright law, a work specially ordered or commissioned is a "work made for hire" only in listed categories and only "if the parties expressly agree in a written instrument signed by them" (17 U.S.C. § 101). The default clause therefore does not rely on that label: when the client is to own the work, the contractor assigns its rights on payment. A work-made-for-hire clause is an opt-in.

California warning. In California a work-made-for-hire agreement has employment consequences. The Labor Code counts as an "employee" for workers' compensation "any person while engaged by contract for the creation of a specially ordered or commissioned work of authorship" under a signed work-made-for-hire agreement where the ordering party obtains all the copyright (Cal. Lab. Code § 3351.5(c)), and the Unemployment Insurance Code makes the ordering party "the employer of the author of the work" (Cal. Unemp. Ins. Code § 686). That is why the default is an assignment.

What This Agreement Does Not Do

  • It does not make the worker an independent contractor or decide classification under any law.
  • It does not include a non-compete or non-solicitation clause.
  • It does not handle tax reporting, withholding, or business licenses.
  • It does not cover patents or trademarks in detail; those may need separate documents.

If a worker who was treated as a contractor turns out to be an employee, wage and final-pay rules can apply. See our final paycheck laws by state and workers' compensation laws by state.

Disclaimer: General legal information, not legal advice.

Frequently Asked Questions

Does signing an independent contractor agreement make someone a contractor?

No. The IRS says that if an employer-employee relationship exists, “it makes no difference how it is labeled.” The federal wage regulation says labeling employees as independent contractors does not remove wage protections, and California presumes a worker is an employee unless the hiring entity shows all three parts of its ABC test. The written contract is one fact among many.

What does the IRS look at?

IRS Publication 15-A groups the facts into behavioral control, financial control, and the type of relationship. Under the common-law rules, a worker is generally an employee if the business has the right to control what will be done and how it will be done. Either party can ask the IRS for a determination on Form SS-8.

Which federal wage rule is in effect in 2026?

The 2024 rule in 29 CFR part 795 is still the published regulation. The Department of Labor said in May 2025 that its investigators would no longer apply that rule’s analysis in enforcement, and on February 27, 2026 it proposed replacing the analysis. We found no final rule as of September 27, 2026.

Who owns the work the contractor creates?

You choose. By default the contractor assigns the work to the client once the client has paid. A “work made for hire” clause is available as an option, but read the California warning first: there, a signed work-made-for-hire agreement makes the author an employee for workers’ compensation and the client an employer for unemployment insurance. If the contractor should keep ownership, the client gets a license instead.

Does the agreement include a non-compete?

No. Get legal advice before adding a non-compete or non-solicitation clause.

Is anything I type saved?

No. The agreement is built in your browser and the PDF is created on your device. Nothing you type is sent to or stored on our server.

Sources

Read from the sources above on September 27, 2026.

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