Independent Contractor Agreement (Canada) by OLL
This template establishes an independent contractor relationship for services provided to a Canadian business or individual. It outlines work performance standards, intellectual property ownership, and tax obligations to distinguish the engagement from employment. The document includes specific schedules for defining services, deliverables, and payment structures.
This document comes from OLL's library of vetted legal templates
INDEPENDENT CONTRACTOR AGREEMENT [FIXED-TERM]
This template is for the engagement of an independent contractor by a business or individual in a Canadian common-law province or territory. It is not suitable for an employment relationship. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ Misclassification. Calling someone an independent contractor does not make them one. The Canada Revenue Agency applies its own test — degree of control, ownership of tools, chance of profit and risk of loss, and how integrated the worker is into the business. A worker found to be an employee can trigger liability for source deductions, CPP and EI contributions, interest, penalties, and employment standards entitlements. If the Contractor works set hours, uses the Client's equipment, works only for the Client, or is supervised day to day, take advice before using this template.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Client Legal Name], [a corporation incorporated under the laws of [Province / Canada] / a sole proprietorship / a partnership] having its principal place of business at [Client Address]
(the "Client")
— and —
[Contractor Legal Name], [a corporation incorporated under the laws of [Province / Canada] / an individual / a sole proprietorship] of [Contractor Address]
(the "Contractor")
(each a "Party" and together the "Parties")
WHEREAS the Client wishes to engage the Contractor to provide certain services, and the Contractor has agreed to provide those services on the terms set out below;
NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:
Services
The Contractor will provide the services described in Schedule A (the "Services").
The Contractor will perform the Services in a professional and workmanlike manner, consistent with the standards generally observed in the Contractor's industry.
The Contractor will determine the method, details and means of performing the Services. The Client may specify the results to be achieved but will not control the manner in which the Contractor achieves them.
The Contractor will supply, at the Contractor's own expense, all tools, equipment and materials required to perform the Services, except as set out in Schedule A.
The wording of clause 1.3 is deliberate. Control over the manner of work is the single most important factor in the employee-versus-contractor analysis.
Term
This Agreement begins on [Start Date] and continues until [the Services are completed / [End Date] / terminated in accordance with section 14].
Include the following if the engagement is intended to renew: This Agreement will automatically renew for successive periods of [Renewal Period] unless either Party gives written notice of non-renewal at least [Notice Period] days before the end of the then-current term.
Fees and Payment
The Client will pay the Contractor the fees set out in Schedule B.
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About this template
What is this template?
This document is an independent contractor agreement specifically tailored for Canadian common-law provinces, excluding Quebec. It contains specific clauses for the waiver of moral rights and compliance with Canadian privacy legislation. It is not an employment contract and expressly denies the provision of statutory benefits like vacation pay.
When should you use it?
Use this document when hiring a specialist who manages their own methods and tools for a project in any Canadian province except Quebec. If the worker is integrated into daily business operations or supervised directly, use a Canadian Employment Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1 | Services | The Contractor determines the method of performance while the Client specifies results and provides certain equipment as listed in Schedule A. |
| 3 | Fees and Payment | The Client pays undisputed invoices within a specified number of days, with optional interest on late payments at a defined annual rate. |
| 5 | Independent Contractor Status | The Parties confirm that no employment relationship exists and the Contractor is not entitled to vacation pay or health benefits. |
| 7 | Intellectual Property | The Contractor assigns all Work Product ownership to the Client on payment and must waive all moral rights under Canadian law. |
| 9 | Personal Information | The Contractor must comply with applicable Canadian privacy legislation and notify the Client immediately of any unauthorized data access. |
| 13 | Limitation of Liability | Each Party limits their aggregate liability to a specific amount or fees paid, excluding cases of fraud or willful misconduct. |
| 14 | Termination | Either Party may terminate the agreement for convenience via written notice or immediately for a material breach or insolvency. |
| 16 | Non-Solicitation | The Contractor is prohibited from soliciting Client employees or customers for a specified number of months following termination. |
Who it's for
- a business engaging a worker in Canada where the worker provides their own equipment and tools
- an individual hiring a specialist for a project with defined milestones in a common-law province
- a company needing to ensure intellectual property created by a contractor is fully owned by the business
- a service provider operating in Canada requiring a written exclusion of employment benefits
How long it runs and how it's signed
Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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