Independent contractor agreement.
An independent-contractor agreement structured to satisfy current US contractor-classification tests and AU Fair Work contractor reforms. IP assignment, confidentiality, and the cleaner-than-employment termination language built in.
INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the "Agreement") is made between [Client Name] (the "Client") and [Contractor Name] (the "Contractor"), effective from [Effective Date]. 1. Independent contractor status. The Contractor is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client. The Contractor controls the means and method by which the services are performed…
What's inside the document.
Explicit non-employment language; contractor controls the means and method of performance.
Reference to a statement of work (SOW); deliverables; success criteria; not a list of activities (which signals employment).
Fee structure (fixed-price, milestone, time-and-materials), invoicing, payment terms, late payment, GST/VAT/sales-tax handling.
Assignment of work product to the client on payment; pre-existing IP carve-out.
Mutual confidentiality with carve-outs for residual knowledge and information already known.
Mutual indemnities; contractor warrants they hold appropriate insurance (PI/PL where relevant).
Term, termination for convenience, termination for cause, what survives.
Jurisdiction selection; reference to the contractor-classification framework in that jurisdiction.
A complete document set.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
- 12 months of updates to this document
- Commercial-use licence for internal and client work
Three formats, one document.
- Word document (.docx) — fully editable
- PDF — signature-ready
- Google Docs — one-click copy to your Drive
6 steps from download to use.
- 01Confirm the engagement genuinely is contractor — control over means/method, multiple clients, own equipment, business risk. Misclassification is expensive.
- 02Replace client-name, contractor-name, and signatory placeholders.
- 03Attach a separate SOW that lists deliverables and success criteria. Do not list activities — that's an employment marker.
- 04Set the fee structure, invoicing schedule, and payment terms.
- 05Confirm IP-assignment timing — on payment vs on creation. The default is on payment.
- 06Have employment counsel review where the engagement borders on disguised employment.
The right document at the right moment.
Use this agreement for genuine independent-contractor engagements — outside consultants, agency work, freelance creative, technical specialists with their own business. The agreement satisfies the current contractor-classification frameworks (US: ABC test, common-law test; AU: Fair Work contractor reforms 2024).
Do NOT use this agreement to disguise employment. Contractor-misclassification penalties have grown materially in the US (DOL enforcement) and AU (Fair Work contractor reforms). If the engagement is really employment, use the employment contract instead.
Honest answers before you download.
- What's the ABC test (US)?
- A three-part test for contractor status used in many US states. Worker must be (A) free from control, (B) performing work outside the usual course of the business, and (C) customarily engaged in an independent trade. California (AB-5) applies it broadly; other states vary. The agreement is structured to support the test but does not substitute for it.
- What did AU's contractor reforms change?
- The Fair Work Legislation Amendment (Closing Loopholes) Act 2024 introduced a substance-over-form test for contractor classification and expanded protections for gig workers. The agreement reflects the current language but specific application varies by industry and engagement structure.
- Should I include a non-compete?
- Generally no for contractors — non-competes are rarely enforceable against contractors whose entire business is to serve multiple clients. Restrict to a non-solicit of customers and employees instead.
Other documents in this neighbourhood.
Consultant agreement
Advisory variant with retainer + project terms.
Mutual NDA
Pair with the contractor agreement before scope discussion.
IP assignment agreement
Stand-alone IP assignment when the contractor agreement isn't the right home.
This independent contractor agreement template is a professionally drafted starting point and is not legal advice. The clauses follow current US and AU practice; adapt the document for your specific jurisdiction and have qualified counsel review any clauses you add before signing or distributing. Full disclaimer.