Independent Contractor Contract
Jim Clark Contractors
Free Template
Independent Contractor Contract
Updated November 6, 2025
An independent contractor contract outlines the arrangement between a client and a self-employed service provider. It commonly references the scope of work, payment structure, project timeline, confidentiality terms, and general responsibilities of each party.
What Is an Independent Contractor Contract?
An independent contractor contract is a written agreement that outlines how professional services will be performed by one party for another without forming an employment relationship. It typically describes the scope of work, payment terms, project schedule, how services are provided, and what general conditions apply throughout the engagement. Independent contractor contracts are widely used across industries such as design, consulting, marketing, and technology.
Contractor vs Employee: How Independent Contractor Contracts Reflect the Difference
Independent contractor contracts typically describe a business-to-business relationship rather than an employment arrangement. The terms often reference project-based or time-limited work without ongoing supervision or employment benefits. Contractors generally manage their own schedules, supply their own tools or materials, and handle their own taxes and insurance.
Key Elements of an Independent Contractor Agreement
Independent contractor agreements generally follow a structured format and describe key points that define how services are provided. Common sections found in these contracts are:
- Scope of Work: Describes the tasks, services, or deliverables the contractor agrees to complete.
- Payment Terms: References the agreed rate, payment schedule, and any reimbursable expenses.
- Project Duration: Notes the start and end dates or milestones tied to specific deliverables.
- Confidentiality and Intellectual Property: Addresses how shared information and work products are managed.
Types of Independent Contractors
Independent contractors operate in nearly every field and vary by service type, project scope, and working location. The contract structure often reflects these differences in delivery and communication.
- Freelance Contractors: Provide creative, marketing, or technical work such as design, content creation, or software support.
- Consultants: Offer professional expertise in areas like business strategy, operations, or specialized technical fields.
- Skilled Trade Contractors: Perform hands-on work such as construction, maintenance, or repair services.
- Remote or Global Contractors: Work from different regions using online platforms to deliver services and communicate with clients.
The Role of Independent Contractor Contracts in Agency-Client Relationships
Agencies frequently collaborate with multiple independent contractors on projects involving design, production, or technology. These contracts typically describe how contractors interact with agency teams, how work products are transferred, and how scheduling is coordinated. By keeping terms in writing, these agreements provide an organized reference for managing projects across creative, technical, and consulting industries.
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Agreement
This Independent Contractor Agreement ("Agreement") is made and entered into on , by and between:
Participants-
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Independent ContractorJim Clark3445 Ravenwood DrCollege Park, GA 30349(404) 763-3294
Terms1. Independent Contractor Status
The Parties acknowledge and agree that the Contractor is entering into this Agreement as an independent contractor and not as an employee, agent, or legal representative of the Client. The Contractor shall be solely responsible for all federal, state, and local taxes, withholdings, insurance, and other statutory or contractual obligations, including those related to workers’ compensation and unemployment insurance, if applicable.
2. Scope of Work and Deliverables
The Contractor agrees to perform the following services for the Client:
The Contractor shall deliver the following items or outcomes upon completion of the services:
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3. Timeline and Milestones
The services to be performed under this Agreement shall commence on and shall be completed by , unless otherwise extended by mutual written agreement.
The following milestones or deadlines are to be observed during the course of the project:
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4. Compensation and Payment
The Client agrees to pay the Contractor the total amount of $ for the work described in Section 2.
Payments shall be made according to the following schedule:
Lump sum upon completion
Installments: $ due on
Other:
The Client will be responsible for the costs of the following materials, if applicable:
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All payments shall be made via .
5. Confidentiality
The Contractor agrees that any confidential or proprietary information obtained during the performance of services under this Agreement, including but not limited to business operations, trade secrets, customer information, or intellectual property, shall not be disclosed to any third party without the prior written consent of the Client. This obligation shall continue after the termination of this Agreement.
6. Intellectual Property
Unless otherwise agreed in writing, all work products, materials, designs, documents, and inventions created or developed by the Contractor during the performance of this Agreement shall be the sole and exclusive property of:
The Client
The Contractor
Joint Ownership – Describe:
The Contractor shall, if requested, execute any documents necessary to effectuate such ownership.
7. Compliance, Conduct, and Insurance
The Contractor represents and warrants that they hold all necessary licenses, certifications, or permits required to legally perform the services described herein. The Contractor shall perform all services in a professional and timely manner and shall comply with all applicable laws and regulations. If required, the Contractor shall maintain insurance policies, including but not limited to general liability and professional liability coverage.
The Contractor shall not engage in any acts of competition or solicitation of the Client’s customers or employees during the term of this Agreement and for a period of thereafter.
8. Amendments
This Agreement may only be amended or modified by a written document signed by both Parties. No oral modifications shall be valid.
9. Termination
Either Party may terminate this Agreement with days’ written notice to the other Party. In the event of termination, the Contractor shall be compensated for all work completed up to the termination date. Grounds for immediate termination include material breach of contract, fraud, or willful misconduct.
10. Dispute Resolution
In the event of a dispute arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiation. If such efforts fail, the dispute shall be resolved through:
Mediation
Arbitration
Litigation in the courts of
Each Party shall bear its own legal fees and costs unless otherwise awarded by the adjudicating body.
11. Entire Agreement
This document constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior or contemporaneous agreements, whether written or oral.
IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Agreement as of the date written above.
Signatures-
Click to signJohn Doe
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Click to signJim Clark
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