Independent Contractor Agreement, Filled In

Agencies look at how the work runs, not what the contract calls it. The IRS's employer guide says the substance of the relationship, not the label, governs¹ a worker's status. Its general rule: someone is a contractor when you have the right to control only the result of their work, not the means and methods.

Some states go further. California's labor agency explains that the state's ABC test, which covers most workers, starts with an assumption that all workers are employees². To prove otherwise, a business must show three things, including that the work is outside its usual course of business.

Section 1.3 of Common Paper's free standard agreement states that the services are outside your usual course of business. That's only true if the contractor won't do what your organization normally does. Not sure? Run the facts through a contractor vs employee classification check before you draft.

Common Paper's form pairs a statement of work, filled in for each job, with standard terms that stay the same. Whatever form you use, check it covers these parts.

Name what will be delivered, by when, and how you'll judge it done, then leave the method to the contractor. One of the IRS's examples of a contractor is a programmer paid a flat amount for a one-time project¹, with no instructions beyond the product's specifications. Avoid set daily hours, standing meetings and open-ended duties.

Choose one way to price it. A fixed fee per milestone ties money to results, and an hourly rate needs a cap on hours or total fees. Name the payment date and say whether you'll cover expenses, since Common Paper's form reimburses none unless the statement of work says so.

Some states make these terms mandatory. New York State's Freelance Isn't Free Act³ and California's Freelance Worker Protection Act⁴ both require a written contract that includes:

• Both parties' names and mailing addresses
• Every service, its value, and the rate and method of pay
• The date you'll pay, or how that date is set
• The date by which the freelancer submits a list of work done

New York's law covers freelancers working alone who are paid $800 or more, except groups such as lawyers and construction contractors. California's applies to hiring parties in the state that pay them $250 or more for listed services, such as graphic design, marketing and writing. Both add up your contracts with the same person over the past 120 days.

With no payment date in the contract, both require payment within 30 days of the work being finished. Keep the contract at least six years in New York, or four in California.

Paying for work doesn't make it yours. The Copyright Office explains that the author is ordinarily the person who created the work. A commissioned work is "made for hire," and yours from the start, only if it fits one of nine categories⁵ and both sides sign an agreement saying so. The categories include translations, tests and contributions to collective works.

Custom software, a logo or a brand strategy usually fits none of them. So the agreement also needs an assignment, transferring all rights in the work to you. Common Paper's form does both in Section 3.1: it calls the work made for hire where the law allows, and assigns all rights either way.

If the work is already finished and you only need the rights, use a standalone contractor IP assignment agreement.

Define what counts as confidential, limit its use to the project, and say what happens to it when the work ends. Common Paper's form covers all three, including information you shared before signing, but it leaves out one notice.

Since the Defend Trade Secrets Act of 2016, federal law has required employers to include a notice of whistleblower immunity⁷ in any agreement with an employee that governs confidential information. An individual contractor or consultant counts as an employee for this rule.

The immunity covers disclosing a trade secret in confidence to a government official or a lawyer, solely to report or investigate a suspected violation of law. It also covers a sealed court filing. Leave the notice out, and you can't be awarded exemplary damages or attorney fees against that person.

Get both signatures before day one. Collect the contractor's Form W-9 before the first payment; Common Paper's form requires them to provide one. If work has already begun, date the services from the day it started, so the assignment covers what they've made so far.

Prefer to fill in the form yourself? Common Paper's independent contractor agreement is a free Word download, no account needed. Or describe the work in the box at the top of this page, and River fills it in from your facts.