Standard Independent Contractor Agreement for the United States

Standard Independent Contractor Agreement Template for United States

A Standard Independent Contractor Agreement is a legally binding document used in the United States to establish a business relationship between a company and an independent contractor. It defines the scope of work, payment terms, and clearly establishes the contractor's self-employed status while protecting both parties' interests. The agreement ensures compliance with federal and state labor laws, tax requirements, and includes provisions for intellectual property rights, confidentiality, and termination conditions.

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What is a Standard Independent Contractor Agreement?

The Standard Independent Contractor Agreement is essential for businesses in the United States engaging external service providers. This contract type helps organizations maintain compliance with IRS regulations and state labor laws while clearly distinguishing contractors from employees. It should be used whenever engaging independent professionals for specific projects or services, protecting both parties by clearly outlining expectations, deliverables, payment terms, and intellectual property rights. The agreement is particularly crucial given increased scrutiny of worker classification and helps prevent potential misclassification issues.

What sections should be included in a Standard Independent Contractor Agreement?

1. Parties: Identifies the contracting parties and their legal details

2. Background/Recitals: Provides context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Services: Detailed description of work to be performed by contractor

5. Compensation: Payment terms, rates, and schedule

6. Independent Contractor Status: Explicitly establishes nature of relationship and contractor's responsibilities

7. Term and Termination: Duration of agreement and conditions for termination

8. Intellectual Property: Ownership and rights to work product

9. Confidentiality: Protection of proprietary information

10. Governing Law: Applicable jurisdiction and dispute resolution

What sections are optional to include in a Standard Independent Contractor Agreement?

1. Non-Compete: Restrictions on competitive activities - use when protecting business interests is crucial

2. Insurance Requirements: Specific insurance coverage requirements - use when work involves risk or regulatory requirements

3. Equipment and Resources: Provisions regarding tools and materials - use when specific equipment or resources are needed

4. Warranties: Specific guarantees about work quality - use for specialized or technical services

5. Force Majeure: Provisions for unforeseen circumstances - use for long-term or high-value contracts

What schedules should be included in a Standard Independent Contractor Agreement?

1. Schedule A - Scope of Work: Detailed breakdown of services and deliverables

2. Schedule B - Fee Schedule: Detailed pricing and payment terms

3. Schedule C - Project Timeline: Milestones and delivery dates

4. Schedule D - Required Insurance: Specific insurance requirements and coverage limits

5. Appendix 1 - Confidentiality Agreement: Detailed NDA terms if required

6. Appendix 2 - Tax Forms: Required tax documentation (e.g., W-9)

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Industries

Internal Revenue Code (IRC): Federal tax law governing worker classification, tax withholding requirements, and reporting obligations for independent contractors (1099 vs W-2)

Fair Labor Standards Act (FLSA): Federal law establishing worker classification standards, minimum wage, overtime, and other employment standards that help distinguish employees from contractors

Civil Rights Act: Federal anti-discrimination law that should be referenced in the agreement to ensure compliance with equal opportunity and non-discrimination requirements

Immigration Reform and Control Act: Federal law requiring verification of work authorization status for all workers, including independent contractors

Copyright Act: Federal law governing intellectual property rights, crucial for defining ownership of work product created by the contractor

State Labor Codes: State-specific laws governing working relationships, contractor classification, and labor rights that vary by jurisdiction

State Workers' Compensation Laws: State regulations determining insurance requirements and coverage obligations for independent contractors

State Unemployment Insurance Laws: State-specific regulations regarding unemployment insurance coverage and exemptions for independent contractors

State Independent Contractor Tests: State-specific criteria (such as the ABC Test in California) used to determine proper worker classification

State Non-Compete Laws: State regulations governing the enforceability and scope of non-compete agreements with independent contractors

IRS 20-Factor Test: Common law test used by the IRS to evaluate whether a worker should be classified as an employee or independent contractor

Economic Reality Test: Legal framework examining the economic relationship between parties to determine proper worker classification

Relevant Case Law: Court decisions and precedents regarding independent contractor classification and misclassification disputes

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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