independent-contractor-agreement

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:

1. Parties — legal names, entity type/state of formation, addresses, authorized signatories
2. Scope — deliverables, milestones, acceptance criteria, start/end dates
3. Compensation — fixed fee, hourly, retainer, or milestone-based; reimbursable expenses
4. Governing state — determines applicable classification test (ABC vs. economic-realities)
5. IP sensitivity — pre-existing contractor IP vs. novel work product
6. 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)