Independent contractor agreement: what to include

This guide and the outline below are general information, not legal advice, and no lawyer has reviewed them for your situation. For a large project, unusual terms or a dispute, have a lawyer licensed in your state review your contract.

A proposal tells a client what you'll do and for how much. The contract says what happens when something goes differently: the scope grows, the client pays late, the project is cancelled halfway, or someone asks who owns the files. Most freelance disputes come from one of those four, and each one is a paragraph you can write before it happens.

When you need a written contract

Many states have no rule that a services agreement be in writing, but a few now require it for freelancers. New York State's Freelance Isn't Free Act, in effect since August 28, 2024, requires a written contract when a client hires a freelancer for $800 or more, alone or across contracts in 120 days. The contract must list the parties' names and mailing addresses, the services, the rate and method of pay, and the payment date or how it's set. Illinois' Freelance Worker Protection Act applies at $500 for contracts taking effect after July 1, 2024, with similar contents. New York City has had its own law since 2017. Even where no law requires one, a signed agreement is your best evidence of what was promised.

The sections to include

1. Parties: legal names, business names and addresses. Say you are an independent contractor, not an employee.
2. Scope of work: deliverables with limits (pages, rounds of revisions, hours of support). Reference your accepted proposal if it has the detail.
3. Timeline: start date, milestones and what they depend on, such as client feedback within a number of business days.
4. Fees and payment: the price or rate, deposit, invoice schedule, due dates, accepted payment methods and the late fee.
5. Expenses: which costs the client reimburses (stock photos, travel, software seats) and whether they need approval first.
6. Changes: how new requests are quoted and approved in writing before you start them.
7. Intellectual property: who owns the final work, when ownership transfers (usually on full payment) and what you keep, such as your tools, templates and the right to show the work in your portfolio.
8. Confidentiality: what each side keeps private and for how long.
9. Independent contractor status: you set your hours and methods, use your own equipment, can work for other clients and pay your own taxes.
10. Warranties and liability: what you promise (original work, delivered as described) and a cap on liability, often the fees paid.
11. Termination: how either side can end the contract, the notice period and what's owed for work done to date.
12. Disputes: governing state law, and whether you'll try mediation before going to court.
13. Signatures and date. Electronic signatures are valid for most contracts under the federal ESIGN Act.

Ownership of the work: the clause people get wrong

Clients often write "all work is a work made for hire" and assume that settles ownership. Under US copyright law, work by an independent contractor counts as a work made for hire only if it falls into one of nine specific categories (such as a contribution to a collective work, a translation or an instructional text) and both sides sign a written agreement saying so. A logo or a website usually doesn't fit those categories. That's why most freelance contracts use an assignment instead: you transfer copyright to the client once they've paid in full, and you keep a license to show the work in your portfolio. If the client needs ownership before final payment, price that in.

Protecting your contractor status

A contract that says "independent contractor" doesn't decide the question on its own. The IRS looks at the whole relationship in three groups: behavioral control (does the client direct how you do the work?), financial control (do you have your own tools, several clients, a chance of profit or loss?) and the type of relationship (benefits, permanence, whether the work is a key part of the client's business). California and some other states apply a stricter ABC test for state purposes. Write the contract to match how you actually work: deliverables and deadlines rather than required hours, your own equipment, and freedom to take other clients.

A free outline to copy

INDEPENDENT CONTRACTOR AGREEMENT

This agreement is between [Client legal name], [address] ("Client") and [Your legal name, doing business as Business name], [address] ("Contractor"), effective [date].

1. SERVICES. Contractor will provide the services and deliverables described in [Proposal name/number, dated], attached as Exhibit A, including [number] rounds of revisions.
2. TIMELINE. Work starts on [date]. Estimated completion is [date or range], provided Client sends content and feedback within [3] business days of each request.
3. FEES. Client will pay [total fixed fee / $X per hour]. A deposit of [50]% ($[amount]) is due before work starts. The balance is due [on delivery / per milestone].
4. INVOICES AND LATE PAYMENT. Invoices are due [15] days after the invoice date. Unpaid balances accrue a late fee of [1.5]% per month, or the maximum allowed by law if lower. Contractor may pause work while an invoice is more than [15] days overdue.
5. EXPENSES. Client reimburses pre-approved expenses at cost: [list].
6. CHANGES. Requests outside Exhibit A will be quoted in writing and start only after Client approves the quote.
7. OWNERSHIP. On receipt of full payment, Contractor assigns to Client all rights in the final deliverables. Contractor keeps its pre-existing tools, code libraries and templates and grants Client a license to use them as part of the deliverables. Contractor may display the work in its portfolio [unless Client asks otherwise in writing].
8. CONFIDENTIALITY. Each party keeps the other's non-public information confidential during this agreement and for [2] years after.
9. INDEPENDENT CONTRACTOR. Contractor controls how, when and where the work is done, uses its own equipment, may work for others, and is responsible for its own taxes and insurance. Nothing here creates employment, partnership or agency.
10. WARRANTY AND LIABILITY. Contractor's work will be original and substantially as described in Exhibit A. Each party's total liability is limited to the fees paid under this agreement, except for [carve-outs].
11. TERMINATION. Either party may end this agreement with [14] days' written notice. Client pays for work done through the end date, and the deposit is [non-refundable / applied to that work].
12. DISPUTES. This agreement is governed by the laws of [state]. The parties will try in good faith to resolve disputes, including by mediation, before filing suit.
13. ENTIRE AGREEMENT. This agreement and Exhibit A are the whole agreement. Changes must be in writing and signed by both parties. Electronic signatures count as originals.

Client: ____________________  Name, title, date
Contractor: ________________  Name, date

How to use the outline

1. Fill in every bracket. A blank late fee or notice period helps no one.
2. Attach the accepted proposal as Exhibit A, so scope lives in one place.
3. Check your state's freelancer law and add anything it requires, such as the payment-date wording in New York and Illinois.
4. Read the client's edits closely. Watch for unlimited revisions, payment only after the client's own client pays, broad non-competes and ownership that transfers before you're paid.
5. Send it for e-signature and keep the signed PDF with its audit trail.

Doing it in SoloWOS

Write the scope and price in Proposals and let the client accept it online. When they accept, SoloWOS can create a signature request automatically. Upload your contract PDF to E-Signatures, place signature, name and date fields for each signer, and send it. Signers sign in the order you set without an account, and you download the signed PDF with a certificate of completion, an audit trail and SHA-256 fingerprints of the original and final files. Solo includes 15 signature requests a month. SoloWOS does not write contracts or give legal advice.

Next steps: see how to send a proposal clients sign for the whole flow, and are electronic signatures legal? for what ESIGN and UETA say.