Independent Contractor Agreement by Common Paper
The Common Paper Independent Contractor Agreement is designed for work relationships outside of traditional employment, ensuring that services are delivered on agreed terms while protecting both sides on confidentiality, ownership, and liability. It is part of Common Paper’s widely trusted library of open, lawyer-vetted standard agreements.
How to set up an agreement
Review the agreement, including the linked Standard Terms.
Review each variable on the Cover Page and fill in your details. Don’t forget to enter your company’s information in the signature block at the end.
Delete any optional variables, choices, or details that do not apply to you.
Delete all [informational text].
Remove this first page.
Send to your counterparty for review and signature.
Independent Contractor Agreement
Statement of Work
Contractor | Name, legal business name (if any), and address of independent contractor |
Company | Name and address of company engaging the contractor |
Services | Provide description of services |
Schedule | Set start date, end date, timeline, milestones, etc. |
Rate | Include applicable rates; consider adding maximum amount of hours or fees |
Payment Terms | How and when contractor will submit invoices and be paid |
Governing Law & Chosen Courts | “Governing Law” means the laws of [governing law state]. |
Other Terms | Add any other terms relevant to the engagement, such as expense or travel reimbursements. Delete this row if not applicable. |
By signing this SOW, each party agrees to enter into this SOW subject to and incorporates the Terms below.
COMPANY | CONTRACTOR | |
Signature | ||
Print Name | [company signatory name] | [contractor signatory name] |
Title | [company signatory title] | [contractor signatory title] |
Email Address | [company signatory email] | [contractor signatory email] |
Date | [company signature date] | [contractor signature date] |
TERMS AND CONDITIONS
This Independent Contractor Agreement is entered into as of the Effective Date, by and between Company and Contractor, each as identified on the SOW. Company and Contractor desire to have Contractor perform the Services in the SOW for Company, subject to and in accordance with the terms and conditions below.
Services & Restrictions
Performing Services. Contractor will perform the Services described on the SOW in accordance with the terms and conditions in the Agreement. Contractor and Company may amend the SOW upon mutual written agreement.
Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Contractor will not directly or indirectly solicit the services of any Company personnel for Contractor’s own benefit or for the benefit of any other person or entity.
Independent Contractor. Contractor is an independent contractor providing the Services, which is outside the Company’s usual course of business. Nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Contractor. Contractor has no authority to bind Company by contract or otherwise. Contractor will perform Services under the general direction of Company, but Contractor will determine the manner and means by which Services are accomplished.
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About this template
What is this template?
This document is a combined Statement of Work and legal terms for professional services. It is not a general employment contract and includes specific 'work made for hire' language to ensure the company owns all deliverables. It contains a variable 'Governing Law' section and a formal IP assignment including a waiver of moral rights.
When should you use it?
Use this when hiring a freelancer or consultant to create specific deliverables where clear ownership of the results is required. If the individual is being hired for a long-term role within the core business operations, an Employment Agreement should be used instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.2 | Non-Solicitation | Prohibits the Contractor from soliciting Company personnel for their own benefit for one year following the termination of the agreement. |
| 1.3 | Independent Contractor | Confirms the Contractor is not an employee and has no authority to bind the Company by contract. |
| 3.1 | Work Product | Assigns all worldwide patent, copyright, and trade secret rights in materials created during the services exclusively to the Company. |
| 4.2 | Termination | Allows the Company to terminate without cause via 30 days' written notice or immediately for uncured material breaches within 15 days. |
| 5 | Confidentiality | Requires the Contractor to protect Company information using a reasonable standard of care and limits use to fulfilling service obligations. |
| 8.2 | Liability Cap | Limits the Company's total cumulative liability to the fees paid or payable to the Contractor in the preceding 12 months. |
Who it's for
- a business engaging an external specialist where the work results in new intellectual property like software or designs
- an independent professional providing services that are outside the usual course of the hiring company's business
- a company requiring a one-year non-solicitation period to protect its internal staff from being recruited by contractors
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
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