What is an independent contractor agreement?

It is a written contract between a company and a self-employed person or business that provides services. It covers the work, the pay, ownership of the result, confidentiality and how the arrangement ends.

What does the template cover?

Services and deliverables, the term, compensation and invoicing, independent contractor status, expenses, intellectual property, confidentiality, termination, indemnification, limitation of liability and governing law.

Who owns the work the contractor produces?

The template assigns the contractor's work product to the company on payment in full, while the contractor keeps its own pre-existing materials. Change those terms if your deal is different.

Can I use it for a long-term role?

You can set the end date to match the engagement. For a role that works like a job, ask a qualified professional whether a contractor arrangement is the right one.

Can both sides sign it online?

Yes. Generate a PDF from the template and send it for e-signature with Propper, after signing up with Google or a 6-digit email code and starting the 14-day free trial, with no credit card.

Is this template legal advice?

No. It is a customizable starting point, not legal advice. Adjust it to your situation, and have a qualified professional review it if you are unsure it fits.

Legal templates

Independent Contractor Agreement Template

Free for 14 days on the Business plan, no credit card required.

Independent contractor agreement covering services, fees, 1099 status, IP assignment, confidentiality, and termination.

Use this template See the sample

About This Template

An independent contractor agreement sets out the terms on which a person or business provides services to your company without becoming an employee. It records what work will be done, how and when the contractor is paid, who owns the result, and how either side can end the arrangement. Putting this in writing before work starts avoids most of the disputes that come from assumptions on each side.

Use it whenever you hire a freelancer, consultant or other self-employed person for defined work. It is not the right document for someone you intend to employ. The template describes the contractor as responsible for their own taxes and benefits and says the company will report payments on IRS Form 1099 where required, so check that this matches how you actually work with the person.

The key points to get right are the description of the services and deliverables, the rate and any maximum fees, the invoicing schedule and payment terms, an expenses policy, the term, and how the contractor's work product is assigned to the company. The template includes all of these. It opens ready to fill in: add the company and contractor details, generate a PDF and send it for e-signature with Propper.

What This Template Covers

Effective date
Agreement end date
Company
Contractor
Description of services
Deliverables
Hourly rate
Maximum total fees
Invoice frequency
Payment terms (days)
Expense reimbursement policy
Insurance Contractor must maintain
Confidentiality period (years)
Termination notice (days)
Governing law (state)

What to include in an independent contractor agreement

Describe the services and the deliverables in specific terms. State the rate, any cap on total fees, how often the contractor invoices and how many days you have to pay. Set the start date and the end date, and explain how expenses are handled.

Cover who owns the work product, what stays confidential, how either party can terminate, and which law governs the agreement. Add a clear statement that the contractor is independent and controls how the work is done.

Contractor or employee

Calling someone a contractor does not decide how they are treated. Classification depends on the real working relationship and on the rules where you operate. If you are not sure, ask a qualified professional before you start, because the answer affects taxes and obligations.

Common mistakes

Describing the services so loosely that nobody can say when the work is finished. Leaving out a cap on fees. Not saying who owns the finished work. Letting work begin before the agreement is signed. Treating a contractor like an employee in day-to-day practice while the document says otherwise.

Send it with Propper

Sign up with Google or a 6-digit email code and start a 14-day free trial, with no credit card. The template opens ready to fill in: complete the details, generate a PDF, and send it for e-signature.

Sample Independent Contractor Agreement

A sample document with example details. Your template opens with fields ready to fill in.

This template is a customizable starting point, not legal advice. Laws vary by state and situation, so have a qualified attorney review any agreement before you rely on it.

Read the sample as text

!DOCTYPE html

Brightwater Labs Inc.

Independent Contractor Agreement

Effective January 5, 2026

Independent Contractor Agreement

Effective DateJanuary 5, 2026

Rate$95.00 / hour

Payment TermsNet 30 days

Company

Brightwater Labs Inc.

200 Harbor Street, Portland, OR 97204

Contractor

Jamie Okafor

48 Elm Court, Austin, TX 78701

1. Parties

This Independent Contractor Agreement (the "Agreement") is entered into as of January 5, 2026 between Brightwater Labs Inc. ("Company") and Jamie Okafor ("Contractor").

2. Services and Deliverables

Contractor shall perform the following services for Company (the "Services"): Design and build a customer onboarding web application, including UX wireframes, front-end development, and launch support.

Contractor shall deliver the following: wireframes, a tested production-ready application, and technical documentation. Contractor decides the method, details, and means of performing the Services.

3. Term

This Agreement begins on January 5, 2026 and continues until June 30, 2026, unless terminated earlier under Section 9.

4. Compensation and Invoicing

Company shall pay Contractor $95.00 per hour, up to a maximum of $40,000.00 unless Company approves more in writing. Contractor shall invoice Company monthly with a reasonable description of the work performed. Company shall pay each undisputed invoice within 30 days of receipt.

5. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Company. Contractor (a) controls the manner, means, schedule, and location of the work; (b) provides its own tools, equipment, and workspace; (c) may perform services for other clients during the term; (d) may engage assistants or subcontractors at its own expense, subject to Section 8; and (e) is not required to attend Company training or follow Company work schedules. Contractor represents that it is customarily engaged in an independently established trade, occupation, or business of the same nature as the Ser

6. Expenses

Company will reimburse reasonable, pre-approved out-of-pocket expenses directly related to the Services within 30 days of receiving receipts. Contractor supplies its own equipment and software at its own cost.

7. Intellectual Property

"Work Product" means all deliverables, inventions, works of authorship, and other materials that Contractor creates for Company under this Agreement. Effective upon Company's payment of the fees due for the Work Product, Contractor hereby assigns to Company all right, title, and interest in and to the Work Product, including all intellectual property rights in it. Until then, Company has a non-exclusive license to use the Work Product delivered to it. To the extent permitted by law, Contractor waives any moral rights in the Work Product and will sign any documents reasonably needed to record C

8. Confidentiality

Contractor shall keep Company's non-public business, technical, and financial information ("Confidential Information") confidential, use it only to perform the Services, and not disclose it to anyone except Contractor's personnel who need it for the Services and are bound by similar obligations, or with Company's written consent. These obligations do not apply to information that is or becomes public through no fault of Contractor, was lawfully known to Contractor before disclosure, is received from a third party without a duty of confidentiality, or is independently developed without use of C

Notice under the Defend Trade Secrets Act (18 U.S.C. 1833(b)). An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an e

9. Termination

Either party may terminate this Agreement for any reason on 14 days' written notice. Either party may terminate this Agreement on written notice if the other party materially breaches it and does not cure the breach within 10 days after receiving notice. On termination, Company shall pay for Services performed through the termination date, and Contractor shall return all Company materials.

10. Indemnification

Contractor shall indemnify and hold Company harmless from third-party claims arising from Contractor's negligence, willful misconduct, breach of this Agreement, or Contractor's failure to pay taxes owed on amounts paid under this Agreement. Company shall indemnify Contractor from third-party claims arising from materials Company provides.

11. Limitation of Liability

Neither party is liable for indirect, incidental, special, or consequential damages. Except for breach of Section 8, obligations under Section 10, or a party's gross negligence, fraud, or willful misconduct, each party's total liability under this Agreement is limited to the fees paid or payable under this Agreement.

12. Governing Law

This Agreement is governed by the laws of the State of Oregon, without regard to conflict-of-laws rules.

13. General

This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior understandings. It may be amended only in a writing signed by both parties. If any provision is held unenforceable, the rest remains in effect. Neither party may assign this Agreement without the other's written consent, except that Company may assign it to a successor to its business. Notices must be in writing and delivered to the addresses above or by email to an address each party designates. Sections 5, 7, 8, 10, 11, and 12 survive termination. This Agreement may be signed electron

The parties have signed this Agreement to be effective on January 5, 2026.

Company

Dana Whitfield

Operations Director, Brightwater Labs Inc.

Contractor

Jamie Okafor

Independent contractor

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