Independent Contractor Agreements: What to Include

A solid independent contractor agreement protects both the business and the contractor — and, importantly, helps support the classification itself if it's ever questioned.

Defining the Scope of Work Clearly

The agreement should specify exactly what deliverables or services are expected, timelines, and how the work will be evaluated as complete, avoiding vague language that can lead to disputes about whether the contractor fulfilled their obligations.

Clarity here also helps reinforce the contractor relationship itself, since courts and agencies look at whether the arrangement reflects a genuine project-based engagement rather than ongoing, employee-like supervision.

Payment Terms and Intellectual Property

Payment terms should specify the rate structure (hourly, project-based, or milestone-based), invoicing procedures, and payment timelines, along with what happens if the project is terminated before completion.

An intellectual property assignment clause is essential — without one, a business may not automatically own the work product created by an independent contractor, even though it paid for it.

Provisions That Support Proper Classification

Language confirming the contractor uses their own equipment, sets their own schedule and methods for completing the work, can work for other clients, and is responsible for their own taxes all help support genuine independent contractor status if it's ever challenged.

Contracts that impose employee-like control — set hours, exclusivity, close day-to-day supervision — can undermine the contractor classification regardless of what the agreement is titled.

Frequently Asked Questions

Does having a written contractor agreement guarantee proper classification?

No — while it helps, classification ultimately depends on the actual working relationship, not just the label used in the contract.

Should the agreement include a non-compete clause?

It's possible, but enforceability for independent contractors varies by state, similar to employee non-competes, and overly broad restrictions can undermine the contractor classification itself.

A well-drafted independent contractor agreement protects both parties and helps support the underlying classification. An attorney can help you draft one tailored to your specific working relationship.