Independent Contractor Agreement Template
An independent contractor agreement sets out the services, pay, and terms between a business and a self-employed contractor. The full agreement is printed on this page — eighteen clauses covering status, taxes, IP assignment, and termination — and you can download it as a .docx or open it as an editable CalmSign document. Your contractor signs from a link with no account, and the signed agreement is sealed and logged.
Free · no signup to download · no account needed for signers
A good fit when…
- Businesses hiring freelancers, contractors, or gig workers
- Contractors who want pay and scope agreed in writing before starting
- Startups building a flexible workforce without enterprise paperwork
- Operations and finance teams keeping clean records of engagements
Every clause in the file
- Preamble naming the company and the contractor with the effective date
- Services and deliverables, with room for a schedule
- Term, renewal, and notice on each side
- Compensation on an hourly, daily, or per-deliverable basis, plus invoicing
- Expenses and a pre-approval threshold
- Independent contractor status, taxes, and the no-benefits statement
- Equipment, place of work, and control over how the work is done
- Confidentiality with the standard exclusions
- Assignment of intellectual property on payment, with a moral-rights waiver
- A licence back for the contractor pre-existing tools and know-how
- Warranties on original work, no conflicting obligations, and compliance
- Indemnity and a capped limitation of liability
- Non-solicitation limited to people involved in the work
- Termination, return of property, and what survives
- Governing law, notices, and boilerplate
- Signature blocks (draw or type) for company and contractor with signing order
Read the whole Independent Contractor Agreement
The complete text is below — nothing withheld, nothing behind a signup. Copy it, download the .docx, or open it as an editable CalmSign document and send it for signature.
Independent Contractor Agreement
This Independent Contractor Agreement (the "Agreement") is made on [Effective Date] between [Company Legal Name] of [Company Address] ("Company") and [Contractor Legal Name] of [Contractor Address] ("Contractor").
1. Services
Contractor shall provide the following services to Company: [describe the services and deliverables, or reference an attached Schedule A]. Contractor shall perform the services with reasonable skill and care and in accordance with any specification the parties agree in writing.
2. Term
This Agreement begins on the Effective Date and continues until [End Date] or until the services are complete, whichever is earlier, unless extended in writing or terminated under clause 14.
3. Compensation
Company shall pay Contractor [select one: $[rate] per hour / $[rate] per day / $[amount] per deliverable as set out in Schedule A]. [Where hourly or daily: Contractor shall not exceed [number] hours or days in any [week / month] without Company prior written approval, and unapproved time is not payable.] All amounts are exclusive of applicable taxes.
4. Invoicing and Payment
Contractor shall submit an invoice [monthly in arrears / on completion of each deliverable] showing the work performed. Company shall pay each undisputed invoice within [15] days of receipt. Company shall raise any dispute about an invoice within [7] days of receipt and pay the undisputed balance on time. Undisputed amounts more than [15] days overdue accrue interest at [1.0]% per month.
5. Expenses
Company shall reimburse reasonable out-of-pocket expenses that Contractor incurs in performing the services, at cost and against receipts. Any single expense over $[amount] requires Company written approval in advance.
6. Independent Contractor Status
Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Company. Contractor controls the manner, method, sequence, and timing of the work, subject only to the agreed deliverables and deadlines, and is free to provide services to other clients. Nothing in this Agreement authorises Contractor to enter into any commitment on behalf of Company.
7. Taxes and Benefits
Contractor is solely responsible for all income tax, self-employment or social security contributions, and any other levy arising from the fees, and for any registration or filing required of a self-employed person. Contractor is not entitled to any employee benefit, including paid leave, sick pay, pension contributions, or insurance, and Company shall not withhold tax from payments unless required by law. Contractor shall indemnify Company against any tax, penalty, or interest assessed against Company as a result of Contractor failing to meet these obligations.
8. Equipment and Place of Work
Contractor shall provide their own equipment, software, and workspace, except for any Company system or credential expressly issued for the engagement. Contractor may work from any location unless a deliverable requires attendance at [location], and shall follow Company site and security rules whenever on Company premises or systems.
9. Confidentiality
Contractor shall keep confidential all non-public information about Company business, customers, technology, and plans received in connection with the services, shall use it only to perform the services, and shall not disclose it without Company written consent. These obligations continue for [3] years after this Agreement ends, and indefinitely for information that qualifies as a trade secret. They do not apply to information that is public through no fault of Contractor, was already lawfully held, is lawfully received from a third party, is independently developed, or must be disclosed by law, in which case Contractor shall give Company prompt notice where permitted.
10. Ownership of Work Product
All deliverables, materials, code, designs, and documentation that Contractor creates in performing the services are works made for hire to the extent the law allows. To the extent they are not, Contractor assigns to Company, on payment in full of the fees due, all right, title, and interest in them, including all copyright, patent, and other intellectual property rights, and waives any moral rights to the extent permitted by law. Contractor shall sign any document Company reasonably requests to perfect or record that assignment.
11. Contractor Pre-Existing Materials
Contractor retains ownership of any tool, library, framework, or general know-how that Contractor owned or developed before this Agreement, or independently of it. Where such material is embedded in a deliverable, Contractor grants Company a perpetual, worldwide, non-exclusive, royalty-free, sublicensable licence to use, modify, and distribute it as part of that deliverable.
12. Warranties
Contractor warrants that: (a) the deliverables are Contractor original work or properly licensed and do not knowingly infringe any third-party right; (b) entering into this Agreement does not breach any obligation Contractor owes to another party; (c) Contractor holds any licence, permit, or insurance the services require; and (d) Contractor shall comply with all applicable laws, including anti-bribery and data protection laws, in performing the services.
13. Indemnity and Liability
Contractor shall indemnify Company against loss arising from a breach of clause 12 or from Contractor gross negligence or wilful misconduct. Neither party is liable for indirect, incidental, or consequential loss, or for lost profits. Except for the indemnity in this clause and any breach of clause 9, each party total aggregate liability under this Agreement is limited to the total fees payable under it. Nothing limits liability that cannot be limited by law.
14. Termination
Either party may terminate this Agreement for convenience on [14] days written notice. Either party may terminate it immediately if the other commits a material breach and fails to cure it within [10] days of written notice, or becomes insolvent. On termination, Company shall pay for all services performed and non-cancellable commitments incurred up to the termination date.
15. Return of Property
On termination, or on Company written request, Contractor shall promptly return or destroy all Company property, confidential information, and credentials in Contractor possession, and confirm in writing that they have done so. Company shall revoke Contractor access to its systems on or before the last day of the engagement.
16. Non-Solicitation
During the term and for [12] months afterwards, Contractor shall not knowingly solicit for employment or engagement any Company employee or contractor with whom Contractor worked directly during the engagement. This does not restrict a general advertisement, or the hiring of a person who responds to one without being individually targeted.
17. Governing Law and General
This Agreement is governed by the laws of [State/Country], and the parties submit to the exclusive jurisdiction of the courts located in [County or City, State/Country]. It is the entire agreement between the parties on its subject matter and may be amended only in writing signed by both. If any provision is unenforceable, the remainder stays in force. Contractor may not subcontract or assign the services without Company written consent. Clauses 7, 9, 10, 11, 13, and 16 survive termination. This Agreement may be signed electronically and in counterparts.
18. Signatures
By signing below, each party confirms that the person signing is authorised to do so and that it agrees to the terms set out above.
Every block is editable before you send. Replace each [bracketed placeholder] with your own details.
What each clause does
Plain-English notes on the clauses worth a second look before you send, and on what to change when your situation differs from the default.
Independent contractor status
This is the clause the agreement exists for. Saying someone is a contractor does not make them one; the surrounding facts do. Keep control over hours, method, equipment, and the right to work for others genuinely with the contractor.
Taxes and benefits
State plainly that the contractor handles their own tax and is not entitled to paid leave, insurance, or pension. Ambiguity here is what turns a routine engagement into a reclassification claim.
Compensation
Pick one basis — hourly, daily, or per deliverable — and delete the rest. If you cap hours per week, say what happens to work beyond the cap, because unapproved overtime is the most common contractor invoice dispute.
Assignment of work product
Work-for-hire language alone does not reliably transfer copyright in every jurisdiction, so this template pairs it with a present assignment and a waiver of moral rights. Tying the transfer to payment gives the contractor real leverage.
Licence back
Contractors reuse their own tooling, and pretending otherwise makes the agreement unsignable. The company gets everything it paid for; the contractor keeps the general tools they arrived with.
Non-solicitation
Keep it narrow: people the contractor actually worked with, for a defined period, with an exception for general job advertising. A broad restraint is more likely to be unenforceable than a narrow one.
Termination and return of property
Short notice suits project work, but pair it with payment for work already done. The return-of-property clause is also your prompt to revoke system access on the last day.
Common questions
What's the difference between a contractor agreement and an employment offer?
A contractor agreement engages a self-employed person for defined services, with no employer-employee relationship or benefits. An employment offer hires staff with a salary, role, and benefits.
Does the contractor need an account to sign?
No. They open the signing link and sign in the browser, with no signup or app required.
Can both parties get a signed copy?
Yes. The owner is emailed a copy on completion, and the contractor can download the finished agreement from their signing link.
How is the signed agreement kept tamper-evident?
CalmSign seals the finalized document with a SHA-256 hash over an immutable snapshot and keeps a timestamped audit trail of every event, so any later change is detectable.
Does this agreement stop a contractor being treated as an employee?
It helps, but the facts decide. Regulators look at who controls the hours and method, who supplies the equipment, whether the person can work for others, and whether they carry any financial risk. The wording in clause 6 only holds up if day-to-day reality matches it.
Who owns the work the contractor produces?
The company does, once the contractor has been paid. Clause 10 assigns the deliverables and waives moral rights where the law allows, while clause 11 leaves the contractor their pre-existing tools and general know-how, licensed to the company as embedded in the deliverables.
Browse the full template library, or see how CalmSign compares with DocuSign.
Use this contractor agreement free
5 documents a month on the free plan. No credit card required.
Create free account