Independent Contractor Agreement
Hiring a contractor is simple until the work is delivered late, the invoice is disputed, or someone asks who owns what was built. A contractor agreement settles those three questions before they arise, and a fourth that matters more than any of them: whether this person is genuinely a contractor at all.
Calling someone a contractor does not make them one
Worker classification is determined by the substance of the relationship, not by the label in the agreement. Agencies and courts look at how much control the hiring party exercises, whether the worker has a genuine independent business, and how integral the work is to the operation. Misclassification exposes the hiring party to back taxes, unpaid overtime and penalties. A written agreement helps by documenting the intended relationship — but only if the day-to-day arrangement actually matches what it describes.
What the template covers
Scope, deliverables and acceptance
What is being produced, by when, and what counts as done. Most payment disputes are acceptance disputes wearing a different hat.
Payment terms with a due date
Rate or fixed fee, invoicing schedule, payment window, and any late charge. "Net 30" means little without a stated start point.
Intellectual property ownership
Absent a written assignment, a contractor generally retains copyright in what they create — a fact that surprises most clients. If the work is meant to be owned by the hiring party, the agreement must say so expressly.
Classification and taxes
That the contractor is responsible for their own taxes, provides their own tools, controls their own methods, and is free to work for others. Stating it is not sufficient on its own, but its absence is conspicuous.
Copyright and the works made for hire trap
Under the Copyright Act, 17 U.S.C. § 201(b), a work made for hire vests ownership in the employer or commissioning party. But § 101 defines that term narrowly: for an independent contractor, it applies only to nine enumerated categories of commissioned work — such as a contribution to a collective work, a translation, or a supplementary work — and only where the parties expressly agree in a signed written instrument. Most commissioned software, design and content falls outside those categories, which means the correct mechanism is a written assignment of copyright, not a "work made for hire" label. Classification itself is assessed under tests that differ between the IRS, the Fair Labor Standards Act and individual state law, with several states applying a stricter ABC test.
Who owns the design files
A company commissioned a brand identity, paid the invoice in full, and used the logo for two years. When they went to register the trademark, the designer pointed out that the agreement had never assigned copyright in the underlying artwork. He was right. The relationship was good and it was resolved amicably with a short assignment and a modest payment — but the company had spent two years building on an asset it did not own.
Questions people ask about this
Who owns the work a contractor produces?
The contractor, by default, absent a signed written assignment. The "work made for hire" doctrine applies to commissioned work only in nine narrow categories under 17 U.S.C. § 101, so most agreements need an express assignment instead.
Does an agreement protect me from misclassification claims?
It helps as evidence of intent, but it does not decide the question. Classification turns on the actual working relationship — control, independence and integration — under tests that vary by agency and state.
Should a contractor agreement include a non-compete?
Restrictions on a genuinely independent contractor are often unenforceable and can undercut the classification argument, since freedom to work for others is a hallmark of independence. Confidentiality and non-solicitation are usually the better tools.
What payment terms are reasonable?
Net 15 to net 30 from a correct invoice is common. What matters most is stating when the clock starts and what happens if it is missed.