# INDEPENDENT CONTRACTOR AGREEMENT > **Disclaimer — not legal advice.** This template is provided free of charge, as is and with no warranty of any kind, and using it creates no attorney-client relationship. It is jurisdiction-neutral: you are responsible for adapting it, for your own legal and tax compliance, and for having a qualified professional in your jurisdiction review it before you rely on it. Full terms: https://trycolo.co/terms-of-use **This Independent Contractor Agreement ("Agreement") is made on [EFFECTIVE DATE] between:** **Company:** [CLIENT LEGAL ENTITY NAME], of [CLIENT ADDRESS], email [CLIENT EMAIL] (the "Company") **Contractor:** [CONTRACTOR NAME / BUSINESS NAME], of [CONTRACTOR ADDRESS], email [CONTRACTOR EMAIL], business registration [REGISTRATION OR TAX NUMBER, IF ANY] (the "Contractor") --- ## 1. Relationship 1.1 The Company engages the Contractor as an independent contractor to provide professional services in the field of [FIELD, e.g. "graphic design" / "software development" / "administrative support"]. 1.2 Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. The Contractor has no authority to bind the Company. ## 2. Services and work orders 2.1 The Company may request services by issuing a work order in the form of Schedule A ("Work Order"). Each Work Order states the deliverables, fee, timeline and any special requirements. A Work Order is binding once both parties accept it in writing. 2.2 The Contractor may decline any Work Order. 2.3 If a Work Order conflicts with this Agreement, this Agreement prevails unless the Work Order expressly states otherwise. ## 3. Contractor control and independence 3.1 The Contractor decides how, when and where the services are performed, provided that agreed deadlines and specifications are met. The Company may set requirements for the result, not the method. 3.2 The Contractor supplies its own equipment, software and workspace, except for access the Company must grant to its own systems. 3.3 The Contractor may engage assistants or subcontractors at its own cost, remains responsible for their work, and will bind them to clauses 6 and 7. 3.4 **Non-exclusive.** The Contractor is free to provide services to other clients, including during this Agreement, provided that it does not breach clause 7. 3.5 The Contractor is not entitled to employee benefits, paid leave, or participation in Company benefit plans. ## 4. Fees, invoicing and expenses 4.1 Fees are stated in each Work Order, as a fixed fee, an hourly or daily rate of **[CURRENCY] [RATE]**, or a milestone schedule. 4.2 The Contractor invoices [ON COMPLETION OF EACH WORK ORDER / MONTHLY / PER MILESTONE]. Invoices are payable within **[NUMBER] days**. 4.3 Overdue amounts carry interest at [LATE PAYMENT RATE] or the maximum permitted by law, if lower. 4.4 Expenses are reimbursed only if approved in writing before they are incurred, and are invoiced at cost with receipts. 4.5 Fees exclude [VAT / GST / SALES TAX], which the Contractor adds where it is registered to do so. ## 5. Taxes and insurance 5.1 The Contractor is solely responsible for its own income tax, social contributions, business registration and any licenses its work requires. 5.2 The Company will not withhold tax from payments unless required to by law, and will provide any information the Contractor reasonably needs for its tax filings. 5.3 The Contractor maintains [PROFESSIONAL LIABILITY / GENERAL LIABILITY / NO SPECIFIC] insurance appropriate to the services. ## 6. Intellectual property 6.1 **Deliverables.** On payment in full for each Work Order, the Contractor assigns to the Company all rights in the final deliverables created specifically for the Company under that Work Order. 6.2 **Background IP.** The Contractor keeps all rights in materials, tools, templates and know-how it owned before this Agreement or develops independently. Where background IP is included in a deliverable, the Company receives a non-exclusive, perpetual, royalty-free license to use it as part of that deliverable. 6.3 **Portfolio.** The Contractor may display non-confidential deliverables in its portfolio [AFTER PUBLIC RELEASE / WITH THE COMPANY'S CONSENT]. 6.4 **Company materials.** Materials the Company provides remain the Company's property. The Company confirms it has the right to provide them. ## 7. Confidentiality 7.1 Each party will keep the other's confidential information private, use it only to perform this Agreement, and protect it with reasonable care, during this Agreement and for [NUMBER] years after it ends. 7.2 This clause does not cover information that is public, already known, independently developed, or required to be disclosed by law. 7.3 On termination the Contractor returns or deletes Company confidential information on request. ## 8. Warranties 8.1 The Contractor warrants that it will perform the services with reasonable skill and care, and that its deliverables will not knowingly infringe third-party rights. 8.2 The Company warrants that it has authority to enter this Agreement and that the information it provides is accurate. ## 9. Term and termination 9.1 This Agreement starts on the Effective Date and continues until terminated. 9.2 Either party may terminate this Agreement, or any Work Order, on **[NUMBER] days'** written notice. 9.3 Either party may terminate immediately for a material breach not remedied within [NUMBER] days of written notice. 9.4 On termination the Company pays for all services performed and approved expenses incurred up to the termination date. Clause 6.1 then applies to the work paid for. 9.5 Clauses 6, 7, 10 and 11 survive termination. ## 10. Liability 10.1 Each party's total liability under this Agreement is limited to the fees paid or payable under the Work Order giving rise to the claim. 10.2 Neither party is liable for indirect, incidental or consequential loss, including lost profits. ## 11. General 11.1 Governing law: [GOVERNING LAW]. Venue: [JURISDICTION / VENUE]. 11.2 This Agreement and accepted Work Orders are the entire agreement. Changes must be in writing. 11.3 Neither party may assign this Agreement without the other's consent. 11.4 If any clause is unenforceable, the rest remains in force. 11.5 Notices are sent to the email addresses above. --- ## Signatures | Company | Contractor | | --- | --- | | Signature: ____________________ | Signature: ____________________ | | Name: [CLIENT SIGNATORY NAME] | Name: [CONTRACTOR NAME] | | Title: [TITLE] | Title: [TITLE] | | Date: [DATE] | Date: [DATE] | --- ### Schedule A — Work Order | Field | Detail | | --- | --- | | Work Order number | [WO-001] | | Description of services | [DESCRIPTION] | | Deliverables | [LIST] | | Fee | [FIXED FEE / RATE AND ESTIMATE] | | Start date | [DATE] | | Delivery date | [DATE] | | Company contact | [NAME] | | Special requirements | [ANY] | | Accepted by Company | Signature: __________ Date: [DATE] | | Accepted by Contractor | Signature: __________ Date: [DATE] | --- ### How to use this template 1. Sign the Agreement once, then issue a Schedule A Work Order for each piece of work. 2. Keep clause 3 consistent with reality: set deliverables and deadlines, not working hours. 3. Fill in clause 5.3 with the insurance you actually hold. 4. Review the classification factors with a local adviser if the engagement is long or exclusive in practice. 5. Have a professional review your completed version once for your jurisdiction. *Template provided by Colo (trycolo.co). Not legal advice — review with a qualified professional in your jurisdiction.*