Independent Contractor Agreement
(Pro-service Recipient)

Summary

This template is an independent contractor agreement between an independent contractor and the party for whom the independent contractor will perform specified services (the client). This template contains practical guidance, drafting notes, and alternate and optional clauses. This template has been drafted with terms that favor the client receiving the services and is intended for private employers. It has not been tailored for any jurisdiction. Use this template alone or customize it for one or more jurisdictions. The terms "Contractor" and "Client" are used to help avoid the parties' relationship being characterized as an employee/employer relationship. Note, however, that the key determination of whether a worker is characterized as an employee or independent contractor hinges on control. The more a Client controls a Contractor, the more likely an employee/employer relationship exists instead of a client/independent contractor relationship. The determination of whether a worker is properly classified as an employee or an independent contractor faces different scrutiny and has different considerations in other labor areas such as for unemployment and disability insurance requirements, income tax withholding, and workers' compensation claims. In general, the basic questions still revolve around the right to control, but there are or can be specific tests in for specific industries and rebuttable presumptions for certain types of employees depending on the jurisdiction. Consult relevant state law to ensure compliance with applicable law. For a full listing of key content covering independent contractor considerations, see Independent Contractor Resource Kit. For additional guidance, see Independent Contractor Agreements: Major Negotiation, Drafting, and Legal Issues and Supply of Services Agreements Resource Kit. For more information on independent contractor laws and classification issues, see Independent Contractor Tests and Risks of Worker Misclassification, Consulting Agreement Negotiation and Drafting, and Independent Contractors State Practice Notes Chart. For state law independent contractor agreements, see the Independent Contractors column of Wage and Hour State Expert Forms Chart. [>] Videos. For a three-video suite on avoiding and defending wage and hour claims, see Avoiding Wage and Hour Claims Non-Exempt Employees Video, Avoiding Wage and Hour Claims—Exempt Employees and Independent Contractors Video, and Wage and Hour Claims Defense Video. For practice quick tips on responding to claims for unpaid off-the-clock time, see Wage and Hour Claims Defense: Responding to Claims for Unpaid Off-the-Clock Time Video. To compare state laws on independent contractors, see the Independent Contractors State Law Comparison Tool.