Independent contractor clause: Copy, customize, and use instantly
Introduction
An independent contractor clause establishes that the parties are entering into a relationship as independent contractors, not as employer and employee or partners. This clause clarifies responsibilities, limits liability, and ensures compliance with tax and labor laws. It’s essential for avoiding disputes over the nature of the working relationship.
Below are independent contractor clause templates tailored to various scenarios. Copy the one you need, customize it, and add it to your contract.
Standard independent contractor clause
This clause clearly states the relationship between the parties.
The parties acknowledge and agree that [Party A] is engaged as an independent contractor and not as an employee, agent, or partner of [Party B]. [Party A] is solely responsible for its actions and obligations, including payment of applicable taxes, insurance, and compliance with labor laws.
Independent contractor with no benefits clause
This clause explicitly excludes employee benefits.
The parties agree that [Party A] is engaged as an independent contractor and is not entitled to any employee benefits, including health insurance, retirement plans, or paid leave. [Party A] assumes all responsibility for its own tax and insurance obligations.
Limited authority contractor clause
This clause restricts the contractor’s authority to act on behalf of the other party.
[Party A] is engaged as an independent contractor and has no authority to bind or represent [Party B] in any capacity, except as expressly authorized in writing. [Party A] will not hold itself out as an employee, agent, or partner of [Party B].
Compliance-focused contractor clause
This clause emphasizes legal and regulatory compliance.
[Party A] agrees to perform all services as an independent contractor and will comply with all applicable laws, regulations, and licensing requirements. [Party A] is solely responsible for paying its taxes, obtaining necessary permits, and fulfilling other legal obligations.
Intellectual property ownership clause for contractors
This clause addresses IP ownership created during the engagement.
[Party A] acknowledges that any intellectual property created or developed in the course of providing services under this agreement will be owned exclusively by [Party B]. As an independent contractor, [Party A] agrees to assign all rights to such intellectual property to [Party B] upon its creation.
Contractor with reimbursement clause
This clause specifies reimbursement terms for expenses.
[Party A] is engaged as an independent contractor and is responsible for all expenses incurred in performing services under this agreement, except for pre-approved expenses, which [Party B] agrees to reimburse upon receipt of proper documentation.
Termination rights contractor clause
This clause outlines termination rights specific to independent contractors.
Either party may terminate this agreement upon [insert notice period] written notice to the other party. Termination does not affect [Party A]'s status as an independent contractor and does not entitle [Party A] to severance or other employee benefits.
Independent contractor with confidentiality clause
This clause integrates confidentiality requirements into the contractor relationship.
[Party A] acknowledges that in the course of providing services as an independent contractor, it may access confidential information belonging to [Party B]. [Party A] agrees to maintain the confidentiality of such information and to comply with any applicable confidentiality agreements.
Independent contractor with tax indemnity clause
This clause emphasizes tax obligations and indemnifies the other party.
[Party A] is engaged as an independent contractor and assumes full responsibility for all tax liabilities, including income tax, payroll tax, and social security contributions. [Party A] agrees to indemnify and hold [Party B] harmless from any claims or penalties arising from [Party A]’s failure to meet its tax obligations.
Contractor with insurance requirements clause
This clause mandates the contractor to carry specific insurance.
[Party A] acknowledges its status as an independent contractor and agrees to maintain appropriate insurance coverage, including general liability and professional indemnity insurance, during the term of this agreement. Proof of insurance must be provided to [Party B] upon request.
Contractor with no exclusivity clause
This clause ensures the contractor can work with other clients.
[Party A] is engaged as an independent contractor and is not restricted from providing services to other clients or entering into other agreements, provided that such engagements do not conflict with [Party A]’s obligations under this agreement.
Contractor with non-solicitation clause
This clause prevents the contractor from soliciting employees or clients.
[Party A] agrees that as an independent contractor, it will not solicit or attempt to solicit [Party B]’s employees, contractors, or clients for its own benefit or the benefit of any third party during the term of this agreement and for a period of [insert duration] thereafter.
Independent contractor with defined deliverables clause
This clause outlines specific deliverables to clarify the relationship.
[Party A] agrees to provide the services and deliverables outlined in [Schedule/Exhibit A] as an independent contractor. [Party A] is solely responsible for determining the methods and processes used to complete the deliverables in accordance with this agreement.
Contractor with indemnity for actions clause
This clause indemnifies the other party for actions taken by the contractor.
[Party A], as an independent contractor, agrees to indemnify and hold [Party B] harmless against all claims, liabilities, or damages arising from [Party A]’s acts, omissions, or negligence in the performance of services under this agreement.
Contractor with limited access clause
This clause restricts the contractor’s access to company systems and premises.
[Party A] acknowledges that as an independent contractor, its access to [Party B]’s systems, premises, and resources will be limited to those necessary for the performance of the services outlined in this agreement. Any unauthorized access or use is strictly prohibited.
Contractor with clear dispute resolution clause
This clause integrates dispute resolution into the contractor relationship.
[Party A], as an independent contractor, agrees that any disputes arising from this agreement will be resolved in accordance with the dispute resolution procedures outlined herein, without affecting the independent contractor relationship.
Contractor with periodic review clause
This clause provides for regular reviews of the contractor’s performance.
[Party A] acknowledges that as an independent contractor, its performance will be reviewed periodically by [Party B] to ensure compliance with the terms of this agreement. Such reviews do not affect [Party A]’s independent contractor status.
Independent contractor with detailed termination for cause clause
This clause specifies grounds for immediate termination.
[Party A] agrees that [Party B] may terminate this agreement immediately upon written notice if [Party A] engages in misconduct, breaches any material term of this agreement, or fails to meet performance standards as an independent contractor. No severance or additional compensation will be due in such cases.
Independent contractor with liability cap clause
This clause limits the liability of the contractor.
[Party A], as an independent contractor, agrees to perform services with reasonable care and skill. However, [Party A]’s total liability to [Party B] for any claims arising under this agreement is capped at the total fees paid to [Party A] during the preceding [insert time period].
Contractor with audit rights clause
This clause allows the other party to audit the contractor’s work or records.
[Party A] acknowledges that as an independent contractor, [Party B] retains the right to audit [Party A]’s work, records, or expenses related to this agreement upon reasonable notice to ensure compliance with the terms of the agreement.
Contractor with defined relationship duration clause
This clause specifies the duration of the relationship.
[Party A] is engaged as an independent contractor for a term beginning on [start date] and ending on [end date], unless earlier terminated in accordance with this agreement. Renewal or extension of the term requires mutual written consent.
Contractor with proprietary tools retention clause
This clause ensures the contractor retains rights to proprietary tools or methods.
[Party A] is engaged as an independent contractor and retains ownership of any proprietary tools, methods, or intellectual property developed outside the scope of this agreement, even if used to perform services for [Party B].
Contractor with non-competition clause
This clause prevents the contractor from working with competitors during the agreement.
[Party A] agrees, as an independent contractor, not to engage with or provide services to any direct competitors of [Party B] during the term of this agreement without prior written consent from [Party B].
Contractor with exclusivity for specific projects clause
This clause requires exclusivity for certain projects only.
[Party A] is engaged as an independent contractor and agrees to dedicate its efforts exclusively to [specific project] during the term of this agreement. This exclusivity does not extend to unrelated projects or engagements.
Independent contractor with equipment responsibility clause
This clause assigns responsibility for equipment used in performing services.
[Party A] is engaged as an independent contractor and is solely responsible for providing and maintaining its own equipment, tools, and resources necessary to perform the services under this agreement, unless otherwise agreed in writing.
Contractor with geographical restriction clause
This clause restricts where services can be performed.
[Party A] is engaged as an independent contractor and agrees that all services provided under this agreement will be performed within [specified location or jurisdiction], unless otherwise authorized in writing by [Party B].
Contractor with service milestones clause
This clause ties payment or performance to specific milestones.
[Party A] agrees, as an independent contractor, to complete the services outlined in this agreement according to the milestones and deadlines specified in [Schedule/Exhibit A]. Payment will be tied to the successful completion of each milestone.
Contractor with compliance audit clause
This clause allows the other party to verify compliance with specific regulations.
[Party A] acknowledges that as an independent contractor, [Party B] may conduct periodic compliance audits to ensure that [Party A] adheres to applicable laws and regulatory standards. Such audits will be conducted upon reasonable notice.
Independent contractor with tax responsibility clause
[Party A] agrees that, as an independent contractor, it is solely responsible for the payment of all taxes, including income taxes, self-employment taxes, and any other required contributions arising from its performance of services under this agreement.
Independent contractor with confidentiality clause
[Party A] acknowledges that it is an independent contractor and agrees to maintain the confidentiality of all proprietary or sensitive information received from [Party B] in connection with this agreement.
Independent contractor with non-interference clause
[Party A] agrees, as an independent contractor, not to interfere with the operations, personnel, or business relationships of [Party B] while performing services under this agreement.
Independent contractor with termination rights clause
[Party A] acknowledges that as an independent contractor, its engagement may be terminated by [Party B] at any time, with or without cause, upon written notice, in accordance with the terms of this agreement.
Independent contractor with no liability for employment claims clause
[Party A] acknowledges that, as an independent contractor, it will not hold [Party B] liable for any employment-related claims, including but not limited to wrongful termination, discrimination, or benefits entitlement.
Independent contractor with results-based performance clause
[Party A] agrees, as an independent contractor, to deliver results specified in this agreement. The manner and means by which the work is accomplished shall be at [Party A]’s sole discretion, provided it aligns with the agreement’s requirements.
Independent contractor with jurisdictional compliance clause
[Party A] acknowledges its responsibility as an independent contractor to comply with all local, state, and federal laws applicable to the services performed under this agreement, including licensing and regulatory requirements.
Independent contractor with scope of work clause
[Party A] agrees, as an independent contractor, to perform only the services outlined in [Exhibit A/Schedule], and any additional work must be mutually agreed upon in writing by both parties.
Independent contractor with dispute resolution clause
[Party A] acknowledges that, as an independent contractor, any disputes arising under this agreement will be resolved in accordance with the dispute resolution mechanism set forth in [Section X].
Independent contractor with non-dependency clause
[Party A] agrees, as an independent contractor, that its income is not dependent on [Party B], and [Party A] is free to seek other opportunities without restriction, subject to the terms of this agreement.
Independent contractor with self-insurance clause
[Party A], acting as an independent contractor, is solely responsible for obtaining and maintaining any necessary insurance, including liability, health, and workers' compensation coverage, and will not be covered under [Party B]’s insurance policies.
Independent contractor with no agency clause
[Party A] agrees that, as an independent contractor, it is not authorized to act as an agent of [Party B], nor to bind [Party B] in any way without express written consent.
Independent contractor with no workspace provision clause
[Party A] acknowledges that as an independent contractor, it is responsible for securing its own workspace, tools, and resources to perform the services under this agreement, unless otherwise specified in writing by [Party B].
Independent contractor with periodic reporting clause
[Party A], as an independent contractor, agrees to provide periodic reports to [Party B] on the progress of services performed under this agreement, in a format and frequency mutually agreed upon by both parties.
Independent contractor with ownership of deliverables clause
[Party A] acknowledges that all deliverables created under this agreement, in its role as an independent contractor, will be the sole property of [Party B], unless explicitly stated otherwise in writing.
Independent contractor with professional standards clause
[Party A], as an independent contractor, agrees to perform all services under this agreement in accordance with the highest professional standards applicable to its industry or field of expertise.
Independent contractor with payment upon completion clause
[Party A] agrees, as an independent contractor, to complete all assigned tasks before receiving payment, unless milestone-based payments are explicitly outlined in this agreement.
Independent contractor with subcontractor restriction clause
[Party A], acting as an independent contractor, agrees not to delegate or subcontract any portion of the services under this agreement to third parties without the prior written consent of [Party B].
Independent contractor with dispute jurisdiction clause
[Party A], in its capacity as an independent contractor, agrees that any disputes arising from this agreement will be resolved exclusively in the courts of [specified jurisdiction], as mutually agreed by the parties.
Independent contractor with intellectual property retention clause
[Party A], while engaged as an independent contractor, retains ownership of pre-existing intellectual property brought to the project and grants [Party B] a non-exclusive license to use such intellectual property solely for the purposes of this agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.