# Independent Contractor agreement

> This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Replace everything in [brackets]. Delete clauses that don’t apply and have a lawyer review the result.

---

## Parties

Company: [Legal name, address, email]
Contractor: [Legal name, address, email]
Effective date: [Date]

## 1. Services

The Contractor will provide the services described in Schedule 1 [or a statement of work] (“the Services”).

## 2. Fees and invoicing

Rate: [Hourly / daily / fixed]
Invoicing: [Weekly / monthly, with approved timesheets]
Payment terms: [e.g. 14 days]
Expenses: [Only with prior written approval]

## 3. Independent status

- The Contractor is an independent business and not an employee, worker or partner of the Company.
- The Contractor decides how, when and where the Services are performed, subject to agreed deadlines.
- The Contractor provides their own equipment and is responsible for their own taxes, insurance and benefits.
- [Optional] The Contractor may send a suitably qualified substitute with the Company’s reasonable approval.

## 4. Intellectual property

On payment, the Contractor assigns to the Company all rights in work created specifically for the Company under this agreement, and waives moral rights where the law allows. The Contractor keeps pre-existing tools and know-how.

## 5. Confidentiality

The Contractor keeps the Company’s and its clients’ information confidential during and after this agreement.

## 6. Non-solicitation

[Optional] For [6] months after this agreement ends, the Contractor will not directly solicit the Company’s clients they worked with. Restrictions like this must be reasonable to be enforceable.

## 7. Term and termination

- Starts on the effective date and continues until [date / completion].
- Either party may end it with [7] days’ written notice.
- The Company pays for Services performed up to termination.

## General

- **Entire agreement:** this agreement (and any statements of work under it) is the whole agreement between the parties on its subject.
- **Changes:** changes to this agreement must be in writing and signed by both parties.
- **Notices:** notices are sent to the email addresses above, or as updated in writing.
- **Governing law:** this agreement is governed by the laws of [jurisdiction], and the courts of [jurisdiction] have jurisdiction.

## Schedule 1 — Services

- [Description of services]
- [Location and hours, if relevant]
- [Deliverables and deadlines]
- [Timesheet approver]

## Signatures

|  | [Party A] | [Party B] |
| --- | --- | --- |
| Name |  |  |
| Title |  |  |
| Signature |  |  |
| Date |  |  |

---

## Before you sign it

- [ ] Both parties’ legal names and addresses are correct.
- [ ] Services, deliverables and exclusions are specific.
- [ ] Fees, deposit and payment terms match the proposal.
- [ ] Ownership, confidentiality and liability clauses suit the project.
- [ ] Termination and notice periods are filled in.
- [ ] A lawyer has reviewed the template for your jurisdiction.

---

# Example: key terms for Ridgeway Technical Services and Elmstead Systems

How the main clauses read once filled in for a network upgrade support. Both companies are fictional.

## Parties and dates

Provider: Ridgeway Technical Services
Client: Elmstead Systems
Effective date: 1 March

## Services

- Services as described in the statement of work
- Timesheets for each billing period

## Not included

- Equipment purchases unless agreed
- Work outside the agreed hours without approval

## Fees and payment

Fee: $7,236.00 excluding tax, as itemised in the proposal
Deposit: $2,171.00 (30%) before work starts
Payment terms: Invoices due within 14 days
Notice: 14 days’ written notice by either party

## Timesheet approval

The contractor submits timesheets weekly. The client approves or queries them within five working days; unqueried timesheets are treated as approved.

---

This template is a starting point, not legal advice. Laws and required terms vary by country and state. Have a qualified lawyer review it for your jurisdiction and business before you use it.

Template by Angelwood — https://angelwood.io/templates