Independent Contractor Agreement Template
Fill in the form to build a free independent contractor agreement (also called a 1099 contractor agreement or freelance contract) and download it as a PDF or Word file. Pick hourly, fixed-fee or milestone pay, then set IP ownership, confidentiality and optional non-solicitation and insurance terms. Every agreement includes the terms California, New York and Illinois require for freelancers. The contract records the deal; it does not by itself make someone a contractor.
Not legal advice. This generator fills in a general-purpose template. Contract and employment rules vary by state, and your situation may need terms this template does not cover. Have an attorney licensed in your state review the agreement before anyone signs it.
The preview updates as you type.
1. Parties and date
Client (the business hiring)
Contractor
A sole proprietor can write a trade name, e.g. Maya Chen d/b/a Chen Studio.
2. Services and deliverables
Deliverables and due dates (optional)
3. Payment
Milestones
Total: $6,500.00
Days after completion or the milestone
4. Term and termination
5. Ownership and optional clauses
The assignment of all rights to the client is always included.
The contractor will not recruit the client's employees or individual contractors.
6. Governing law and disputes
Optional, e.g. Travis County
30 days of talks, then non-binding mediation, then court.
Every required field is filled in. PDF opens your browser's print dialog: choose "Save as PDF".
Independent Contractor Agreement
This Independent Contractor Agreement (this "Agreement") is entered into as of November 2, 2026 (the "Effective Date") between:
Juniper Lane Bakery LLC, a Texas limited liability company, with a mailing address at 2408 Juniper Lane, Austin, TX 78704 ("Client"); and
Maya Chen, an individual, with a mailing address at 1150 E 6th Street, Apt 4, Austin, TX 78702 ("Contractor").
Client wants to engage Contractor to provide the services described below, and Contractor wants to provide them as an independent business. The parties therefore agree as follows:
1. Services and Deliverables
(a) Contractor will provide the following services to Client (the "Services"): Design and build a five-page marketing website for Client's bakery on Webflow (home, menu, catering inquiry form, about and contact pages), with responsive layouts for mobile and desktop, plus launch support.
(b) Contractor will deliver the following work product (the "Deliverables") by the dates listed:
| Deliverable | Due date |
|---|---|
| Page designs for desktop and mobile, with two rounds of revisions | November 20, 2026 |
| Built and tested website on a Webflow staging link | December 11, 2026 |
| Launch on Client's domain and a 30-minute editor training session | December 18, 2026 |
(c) Contractor will perform the Services in a professional and workmanlike manner and in compliance with applicable law.
2. Compensation and Invoicing
(a) Client will pay Contractor a total of $6,500.00 for the Services, in the following amounts as each milestone is reached:
| Payment milestone | Amount |
|---|---|
| Signing of this Agreement | $1,950.00 |
| Client approval of the page designs | $2,600.00 |
| Website launch | $1,950.00 |
| Total | $6,500.00 |
(b) Contractor will invoice each amount no later than 5 days after the milestone is reached.
(c) Client will pay each invoice within 15 days after receiving it, by ACH bank transfer to the account Contractor designates. If Client disputes part of an invoice, Client will notify Contractor in writing within 10 days after receiving it, explaining the reason, and will pay the undisputed part on time.
3. Expenses
Contractor is responsible for all costs and expenses of performing the Services, including equipment, software, travel and communication costs.
4. Term and Termination
(a) This Agreement starts on the Effective Date and continues until the Services are completed and paid for, unless it is terminated earlier.
(b) Either party may terminate this Agreement for any reason by giving 14 days' written notice.
(c) Either party may terminate this Agreement immediately by written notice if the other party materially breaches it and does not cure the breach within 10 days after receiving written notice describing it.
(d) On termination, Client will pay Contractor for Services performed and approved expenses incurred through the termination date, including a fair share of the fee for work in progress based on the work completed, and Contractor will deliver all Deliverables and work in progress, finished or not, and return Client's materials.
5. Independent Contractor Relationship
(a) Contractor is an independent contractor, not an employee, partner, agent or joint venturer of Client. Contractor decides the manner, means, methods, sequence, hours and location of the work, subject only to the Services, Deliverables and deadlines in this Agreement.
(b) Contractor provides its own equipment, tools, software and workspace, and is free to perform services for other clients during the term.
(c) Contractor may engage assistants or subcontractors at its own expense if they are bound by the confidentiality and intellectual property terms of this Agreement. Contractor is solely responsible for their pay, taxes and supervision.
(d) Contractor is not eligible for, and will not participate in, Client's employee benefit plans, including health insurance, retirement plans and paid time off. Client will not obtain workers' compensation or unemployment insurance coverage for Contractor.
(e) Client will not withhold income tax, Social Security tax or Medicare tax from payments to Contractor. Contractor is responsible for all federal, state and local taxes on its compensation, including income tax, self-employment tax and any required estimated tax payments.
(f) Before the first payment, Contractor will give Client a completed IRS Form W-9. Client will report payments to Contractor on IRS Form 1099-NEC when the law requires it.
(g) Contractor has no authority to enter into contracts or make commitments on Client's behalf.
6. Intellectual Property
(a) "Work Product" means everything Contractor creates for Client under this Agreement, including the Deliverables, drafts and working files.
(b) To the extent permitted by law, the Work Product is a "work made for hire" as defined in the U.S. Copyright Act, 17 U.S.C. § 101. To the extent any Work Product is not a work made for hire, Contractor hereby assigns to Client all right, title and interest in it, including all copyrights, patent rights, trade secret rights and other intellectual property rights.
(c) Contractor will sign any documents reasonably needed to record or perfect Client's ownership, at Client's expense.
(d) Contractor keeps ownership of tools, templates, code libraries, know-how and other materials it created before or independently of this Agreement ("Contractor Materials"). To the extent Contractor Materials are included in the Work Product, Contractor grants Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify and distribute them as part of that Work Product.
(e) Contractor will not include third-party or open-source material in the Work Product in a way that restricts Client's use of it without Client's written approval.
7. Confidentiality
(a) "Confidential Information" means non-public information that Client discloses to Contractor, or that Contractor learns while performing the Services, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, customer and pricing information, financial information, software and trade secrets. It does not include information that is or becomes public through no fault of Contractor, that Contractor knew without restriction before receiving it, that Contractor receives from a third party without a duty of confidentiality, or that Contractor develops independently without using Client's information.
(b) Contractor will use Confidential Information only to perform the Services, will not disclose it except to assistants who need it for the Services and are bound by confidentiality terms at least as protective as these, and will protect it with at least reasonable care. Contractor may disclose Confidential Information when required by law, after giving Client prompt notice where legally permitted.
(c) These obligations last during this Agreement and for 3 years after it ends, and for any trade secret, for as long as it remains a trade secret under applicable law. When this Agreement ends, or earlier if Client asks, Contractor will return or destroy Client's Confidential Information.
Protected rights. Nothing in this Agreement prohibits either party from reporting a possible violation of law to, filing a charge or complaint with, or participating in an investigation by any government agency, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission and the National Labor Relations Board, or from making other disclosures protected by whistleblower laws. No notice to or consent from the other party is required.
Notice of immunity under the Defend Trade Secrets Act (18 U.S.C. § 1833(b)). An individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
8. Indemnification
(a) Contractor will defend, indemnify and hold harmless Client and its owners, officers, employees and agents from third-party claims, and related losses, damages and reasonable attorney fees, to the extent arising from (i) Contractor's negligence or willful misconduct, (ii) a claim that the Work Product infringes a third party's intellectual property rights, except to the extent caused by materials or instructions Client provided, or (iii) taxes, wages or benefits owed by Contractor or to Contractor's assistants.
(b) Client will defend, indemnify and hold harmless Contractor from third-party claims, and related losses, damages and reasonable attorney fees, to the extent arising from materials Client provided for use in the Services.
(c) The party seeking indemnification must give prompt written notice of the claim, let the indemnifying party control the defense and settlement, and reasonably cooperate at the indemnifying party's expense. No settlement may impose obligations on the indemnified party without its consent.
9. Limitation of Liability
EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF THE CONFIDENTIALITY SECTION, (C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, AND (D) CLIENT'S OBLIGATION TO PAY AMOUNTS OWED, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR REVENUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THEIR POSSIBILITY.
EXCEPT FOR (A) A PARTY'S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF THE CONFIDENTIALITY SECTION, (C) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, AND (D) CLIENT'S OBLIGATION TO PAY AMOUNTS OWED, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID AND PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT.
10. Governing Law
This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules.
11. Dispute Resolution
The parties will first try in good faith to resolve any dispute arising out of or relating to this Agreement through discussions between people with authority to settle it. If the dispute is not resolved within 30 days after a party gives written notice of it, either party may request non-binding mediation with a mediator both parties accept, and the parties will share the mediator's fees equally.
If the dispute is not resolved within 60 days after the mediation request, either party may file a lawsuit, which must be brought exclusively in the state or federal courts located in Travis County, Texas. Each party consents to the personal jurisdiction of those courts. Either party may seek injunctive relief in court at any time to protect its confidential information or intellectual property.
12. General Terms
Entire agreement. This Agreement is the parties' entire agreement on its subject and replaces all prior proposals, negotiations and understandings about it.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by both parties. A party's failure to enforce a provision is not a waiver of it.
Assignment. Contractor may not assign this Agreement without Client's written consent. Client may assign it to a successor in a merger, acquisition or sale of all or substantially all of its business or assets. Any other attempted assignment is void.
Notices. Notices under this Agreement must be in writing and delivered by hand, by a nationally recognized courier, or by certified mail to the mailing address stated above for the receiving party (or another address it designates by notice), or by email to the email address under its signature. A notice is effective when received.
Severability. If a court finds any provision unenforceable, that provision will be enforced to the maximum extent permitted and the rest of this Agreement remains in effect.
Survival. Provisions that by their nature should survive the end of this Agreement survive, including payment obligations, intellectual property, confidentiality, indemnification, limitation of liability and dispute resolution.
Counterparts and electronic signatures. This Agreement may be signed in counterparts and with electronic signatures, each of which is an original and all of which together are one agreement.
By signing below, the parties agree to this Agreement as of the Effective Date.
CLIENT
Juniper Lane Bakery LLC
Name: Dana Whitfield
Title: Managing Member
Email: dana@example.com
Date: ____________________
CONTRACTOR
Name: Maya Chen
Email: maya@example.com
Date: ____________________
Template from jupid.com. Not legal advice; have an attorney licensed in your state review it before signing.
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How to Use the Contractor Agreement Generator
- Enter the parties.Use each party's legal name and mailing address. For a business, add who signs and their title.
- Describe the work. List the services and, for project work, each deliverable with a due date.
- Set the pay. Choose hourly (with an optional monthly hour cap), a fixed fee (with an optional deposit) or milestones, then the invoice deadline and how fast the client pays.
- Pick the clauses and the state. Switch optional clauses on or off, choose the governing law state and how disputes are resolved, then download the PDF or Word file and send it for signature.
Fields you leave empty stay highlighted in the document, so nothing goes out with a blank by accident. The agreement works for either side: a business hiring a freelancer, or a freelancer who wants to send a client a contract built on standard terms.
What This Independent Contractor Agreement Covers
The full agreement has 14 sections. Optional clauses drop out when you switch them off and the remaining sections renumber.
| Section | What it does |
|---|---|
| Services and Deliverables | What the contractor will do, with itemized deliverables and due dates. |
| Compensation and Invoicing | Hourly rate with an optional hour cap, a fixed fee with an optional deposit, or a milestone schedule; the invoice deadline and the payment window. |
| Expenses | Whether the contractor absorbs its costs or the client reimburses pre-approved expenses at cost. |
| Term and Termination | When the agreement ends, notice to end it early, and payment for work done to that date. |
| Independent Contractor Relationship | Contractor controls the work and uses its own tools, gets no employee benefits, pays its own taxes, provides Form W-9 and receives Form 1099-NEC when required. |
| Intellectual Property | Work made for hire plus an assignment of all rights to the client; the contractor keeps its pre-existing tools. |
| Confidentiality | Protects the client's non-public information, keeps whistleblower rights intact, and adds the DTSA notice for individual contractors. |
| Non-Solicitation (optional) | The contractor does not recruit the client's staff for a set period. |
| Insurance (optional) | Minimum general and professional liability coverage. |
| Indemnification | Each side covers third-party claims caused by its own conduct or materials. |
| Limitation of Liability | No indirect damages, and total liability capped at the contract value. |
| Governing Law and Dispute Resolution | The state whose law applies, plus courts, mediation or arbitration. |
| General Terms | Entire agreement, amendments, assignment, notices, severability, survival and e-signatures. |
There is no non-compete clause. California, Minnesota, North Dakota and Oklahoma void most of them, many other states limit them, and a non-compete in a contractor agreement is also evidence that the worker is not running an independent business.
Does a Contract Make Someone an Independent Contractor?
No. Every agency that polices worker classification looks past the label to how the relationship works day to day. The agreement matters as evidence of what both sides intended and as the place where the facts that support independence are written down: the contractor sets its hours and methods, uses its own tools and can work for others. If the client then schedules the contractor's hours, trains them on company procedures and treats them like staff, the contract will not save the classification. Three tests matter for most small businesses.
The IRS common-law control test
For federal employment taxes, the IRS asks whether the business has the right to control what will be done and how it will be done. It sorts the evidence into three groups:
- Behavioral control: instructions, training, and how the work is evaluated.
- Financial control:the worker's own investment, unreimbursed expenses, the chance of profit or loss, offering services to the market, and how payment is made.
- Type of relationship: written contracts, benefits, how permanent the relationship is, and whether the work is a key activity of the business.
No single factor decides the case. If you cannot tell, either party can file Form SS-8 to ask the IRS for a determination, and Publication 15-A works through examples. Misclassifying an employee exposes the business to back payroll taxes, penalties and interest.
California's ABC test (AB 5)
Under AB 5, in force since January 1, 2020 and now in Labor Code section 2775, California presumes a worker is an employee unless the hiring business proves all three parts:
- The worker is free from its control and direction, under the contract and in fact.
- The work is outside the usual course of the hiring business.
- The worker is customarily engaged in an independently established trade or business of the same kind.
Part B trips up most businesses. A bakery hiring a web designer passes it; a design agency hiring the same designer to serve its own clients usually does not. Exemptions for business-to-business contracting, many professional services and some other occupations (Labor Code sections 2776 to 2784) fall back to the older multi-factor Borello test when their conditions are met. Massachusetts and New Jersey also use ABC-style tests for some of their laws.
The Department of Labor economic reality test
For minimum wage and overtime under the Fair Labor Standards Act, the Department of Labor asks whether the worker depends economically on the business or is in business for themselves. The current regulation, 29 CFR part 795 (effective March 11, 2024), weighs six factors as a whole: opportunity for profit or loss depending on managerial skill, investments by the worker and the business, permanence of the relationship, the nature and degree of control, whether the work is integral to the business, and skill and initiative.
Since May 1, 2025 (Field Assistance Bulletin 2025-1), the Wage and Hour Division has not applied that rule in its own investigations and uses its older guidance instead; the 2024 rule still governs private lawsuits. On February 27, 2026 the department proposed replacing part 795 with a test built on two core factors, control over the work and the opportunity for profit or loss. As of October 2026 the proposal is not final, so check the Federal Register before relying on either version.
W-9, 1099-NEC and Contractor Payments: The Workflow
- Collect Form W-9 before the first payment.It gives you the contractor's legal name, tax classification and taxpayer identification number. Without a valid TIN you must start backup withholding at 24% on reportable payments.
- Pay against invoices and keep them. The agreement sets the invoice deadline and your payment window. An invoice generator gives the contractor a consistent format and gives you a clean record for each payment.
- Track each contractor's annual total.For payments made in 2026 you file Form 1099-NEC once a contractor's total reaches $2,000, up from $600 for 2025 payments, under the One Big Beautiful Bill Act. The threshold is indexed for inflation from 2027.
- File by January 31. Form 1099-NEC goes to the contractor and to the IRS by January 31 of the following year. For 2026 payments that is February 1, 2027, because January 31 falls on a Sunday.
- Know the exceptions. Payments to corporations generally need no 1099-NEC (attorney fees are the main exception), and payments by credit card or through payment apps such as PayPal are reported by the processor on Form 1099-K, not by you.
On the contractor's side, every dollar is taxable whether or not a 1099 arrives. Estimate the income tax and the 15.3% self-employment tax with the 1099 tax calculator, and compare a contract rate with a salary in the 1099 vs W-2 calculator.
States That Require a Written Freelance Contract
Several states and cities now require a written contract for freelancers, with minimum contents and a payment deadline. Every agreement from this generator includes those contents: both parties' names and mailing addresses, the itemized services with their value and the rate and method of pay, the payment date, and the date by which the contractor must invoice.
| Law | Who it covers | Key rules |
|---|---|---|
| California Freelance Worker Protection Act (Bus. & Prof. Code §§ 18100 to 18107) | One-person freelancers hired by a California business for professional services of $250 or more, alone or over 120 days; since January 1, 2025 | Written contract with four minimum terms, kept 4 years; pay by the contract date or within 30 days of completion; no demanding a discount or extra work as a condition of timely payment |
| New York State Freelance Isn't Free Act (Gen. Bus. Law art. 44-A) | Freelancers paid $800 or more, alone or over 120 days; since August 28, 2024 | Written contract; pay by the contract date or within 30 days of completion |
| New York City Freelance Isn't Free Act | Freelancers paid $800 or more by NYC hiring parties, alone or over 120 days; since 2017 | Written contract; pay by the contract date or within 30 days; no retaliation |
| Illinois Freelance Worker Protection Act (820 ILCS 193) | Freelancers paid $500 or more over 120 days; contracts after July 1, 2024 | Written contract; pay by the contract date or within 30 days of completion |
Los Angeles ($600 a year, since July 2023) and Seattle have their own ordinances. These laws apply based on where the hiring business or the work is, so a Texas governing-law clause does not switch off California's rules for a California business. A 15-day payment window, as in the example, sits comfortably inside every 30-day backstop.
Contractor Agreement or Service Agreement?
Use this independent contractor agreement when your business is hiring: you engage a freelancer or a small firm and want contractor status, tax forms, IP assignment and confidentiality covered. Use a service agreement when your business is the one selling services to a customer, so the contract protects the seller with scope limits, change orders, client responsibilities, acceptance and a warranty disclaimer. A freelancer often needs both: a service agreement with clients and a contractor agreement with any subcontractor. If you need to share sensitive information before a deal is signed, start with an NDA.
Worked Example: A $6,500 Website in Three Milestones
The prefilled example is a bakery in Austin hiring a freelance web designer. Juniper Lane Bakery LLC pays Maya Chen $6,500.00: $1,950.00 on signing, $2,600.00 when it approves the page designs, and $1,950.00 at launch. She invoices within 5 days of each milestone and the bakery pays within 15 days by ACH. She keeps her own tools and schedule, pays her own expenses and returns a W-9 before the first payment.
She is an individual paid more than $2,000 in 2026, so the bakery files Form 1099-NEC by February 1, 2027. The answer is the same if she works through a single-member LLC; if she billed through an S corporation, no 1099-NEC would be needed. On her side, the $6,500.00 goes on Schedule C, and she owes self-employment tax on her net profit, which she can pay through quarterly estimated taxes.
Frequently Asked Questions
Official References
- IRS: Independent Contractor (Self-Employed) or Employee?
The common-law control test and its behavioral, financial and relationship categories.
- IRS Publication 15-A, Employer's Supplemental Tax Guide
Worker classification examples; Form SS-8 for an IRS determination.
- IRS: Am I Required to File a Form 1099?
The $2,000 Form 1099-NEC threshold for payments made after December 31, 2025.
- Instructions for Forms 1099-MISC and 1099-NEC
Filing deadlines, the corporation exception and card or payment-app payments reported on Form 1099-K.
- IRS Form W-9
Taxpayer identification number and certification; backup withholding when a TIN is missing.
- California Labor and Workforce Development Agency: ABC Test
AB 5 and Labor Code section 2775, with the exemptions that use the Borello test.
- 29 CFR Part 795: Employee or Independent Contractor Classification
The Department of Labor's six-factor economic reality test, effective March 11, 2024.
- Federal Register, February 27, 2026: Proposed Independent Contractor Rule
The Department of Labor's proposal to rescind and replace part 795.
- California Business and Professions Code § 18103
Written contract and minimum contents for freelance workers paid $250 or more.
- Illinois Department of Labor: Freelance Worker Protection Act
Written contract rules and the 30-day payment deadline for Illinois freelancers.
- 18 U.S.C. § 1833(b): Defend Trade Secrets Act Immunity Notice
The notice employers give individual employees, contractors and consultants.
Legal rules verified October 2026. This page and the generated agreement are general information, not legal advice. Worker classification depends on facts and on the law of the state where the work is done; have an attorney review your agreement and a tax professional review your classification.