| name | independent-contractor-agreement |
| title | Independent Contractor Agreement |
| description | Drafts a U.S. independent contractor agreement with misclassification guardrails, IP assignment, confidentiality, and 1099-NEC tax terms. Use when engaging freelancers, consultants, or service providers, or converting an employee to a contractor relationship. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/independent-contractor-agreement |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | contracts |
| language | en |
Independent Contractor Agreement
Drafts a results-oriented ICA that survives IRS and state misclassification scrutiny while protecting both parties on IP, confidentiality, and liability.
Prerequisites
Gather before drafting:
- Parties — legal names, entity type/state of formation, addresses, authorized signatories
- Scope — deliverables, milestones, acceptance criteria, start/end dates
- Compensation — fixed fee, hourly, retainer, or milestone-based; reimbursable expenses
- Governing state — determines applicable classification test (ABC vs. economic-realities)
- IP sensitivity — pre-existing contractor IP vs. novel work product
- Insurance — coverage types and minimums for the engagement
Agreement Sections
1. Parties and Recitals
- Legal names, entity type, formation state, address
- Confirm signatory authority (board resolution / operating agreement if entity)
- One-sentence engagement purpose
2. Scope of Services
- Specific deliverables with measurable acceptance criteria
- Milestones and deadlines
- State explicitly: contractor controls manner, means, method, and schedule
- List exclusions to prevent scope creep
3. Compensation and Payment
| Element | Requirement |
|---|
| Rate/fee | Exact amount or formula |
| Invoicing | Contractor submits invoices; net 15/30 |
| Expenses | Itemized reimbursables; receipts required |
| Taxes | Contractor solely responsible (federal/state/local + self-employment) |
| No withholding | No income tax, FICA, FUTA, or state UI withheld |
| 1099-NEC | Hiring party issues 1099-NEC; no W-2 |
| Late payment | Interest rate or penalty if applicable |
4. Contractor Classification
Include affirmative statements that contractor:
- Retains full control over manner and means of performance
- Provides own tools, equipment, and workspace (note exceptions)
- May work for other clients concurrently
- Bears risk of profit or loss
- Receives no employee benefits (health, retirement, PTO, workers' comp)
