Documents / Employment & HR
Independent Contractor Agreement
Engage a freelancer or consultant with clear terms on scope, payment, IP ownership, and independent-contractor status.
Time
~9 min
Questions
21
Steps
4
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PDF · Word
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What we will cover
- 01
Client & Contractor
- 02
The Services
- 03
Compensation
- 04
Ownership & Legal Terms
- 05
Review and generate
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About this document
An independent contractor agreement engages a freelancer or consultant on clear terms: the scope of services, deliverables, how and when they are paid, who owns the resulting work, confidentiality, and the fact that the contractor — not the client — handles their own taxes, tools, and schedule. It's the document that keeps a straightforward engagement from turning into a disagreement about deadlines, revisions, or ownership of files.
The dominant real-world risk is misclassification. Calling someone a contractor in a contract does not make them one; the IRS applies a common-law test focused on behavioral control, financial control, and the nature of the relationship, the Department of Labor applies an economic-reality test under federal wage law, and several states use a stricter ABC test that presumes employee status unless each prong is met. Getting it wrong can mean back taxes, unpaid overtime, benefits exposure, and penalties. Write the agreement to match how the work is actually performed, and change the working arrangement if it doesn't fit.
Common questions
What is the difference between an employee and an independent contractor?+
It comes down to control and independence rather than job title or pay method. Contractors generally set their own hours and methods, use their own equipment, can work for other clients, are paid per project or invoice, and bear a real risk of profit or loss. Employees are directed on how the work is done, are integrated into the business, and receive tax withholding and benefits. Agencies weigh the whole relationship, not any one factor.
Can a signed contract make someone an independent contractor?+
No. The agreement is evidence of what the parties intended, and a well-drafted status clause helps, but the IRS, the Department of Labor, and state agencies look at how the relationship actually works. If you set the worker's hours, supervise their methods, supply the tools, and prohibit other clients, the contract label will not survive scrutiny.
Who owns the work an independent contractor creates?+
By default, the contractor does — copyright belongs to the creator, and 'work made for hire' applies automatically only to employees and to a narrow list of commissioned categories. If the client is meant to own the deliverables, the agreement needs an express written assignment of intellectual property. Quill's contractor agreement includes that assignment and can also cover a license-back for portfolio use.
General information, not legal advice — laws vary by state and change over time.
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