Independent Contractor Services Agreement

Summary

This template is an independent contractor agreement between an independent contractor and the party for whom the independent contractor will perform specified services. This template includes practical guidance, drafting notes, and alternate and optional clauses. This template is generally drafted with terms that favor the client, but also includes terms and alternate terms that are neutral and/or favor the Contractor. The template is not tailored for any particular jurisdiction. The terms "Contractor" and "Client" are used in this template 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 withholdings, 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. Counsel should 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 a video on constructively criticizing a real-life independent contractor agreement to maximize enforceability, see Independent Contractor Agreement Deconstruction Video. For additional guidance, see Independent Contractor Agreements: Major Negotiation, Drafting, and Legal Issues, Independent Contractor Agreement (Pro-service Recipient), Independent Contractor Resource Kit, Independent Contractor Agreement Drafting Checklist, 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 and Consulting Agreement Negotiation and Drafting. For state law practice notes on independent contractors, see Independent Contractors State Practice Notes Chart. For state law independent contractor agreements, see the Independent Contractors State Practice Notes Chart. To compare state laws on independent contractors, see the Independent Contractors State Law Comparison Tool.