Put the freelance project in writing before work starts

INDEPENDENT CONTRACTOR AGREEMENT

Demand Signatures is not a law firm and does not provide legal advice. This template is general information and may not fit your situation. Consult an attorney about your document and applicable requirements.

IMPORTANT NOTICES

General information, not state-specific legal advice. Review the full agreement and required attachments before use.

ENGAGEMENT

On [Effective date], [Client legal name], [Client mailing address] (Client), engages [Contractor legal name], [Contractor mailing address] (Contractor), for [Services]. Included deliverables are [Included deliverables]; excluded work is [Excluded work]. Work begins [Work start date] and ends [Work end date], unless completed or terminated earlier under this agreement. Milestones and delivery dates are [Milestones and delivery dates]. Client dependencies, access and materials are [Client dependencies, access and materials]. The parties will agree reasonable schedule adjustments for documented delays outside the responsible party's control.

Notice email for [Client legal name]: [Client notice email]. Notice email for [Contractor legal name]: [Contractor notice email].

CHANGES AND ACCEPTANCE

Neither party must perform a scope change until both agree in writing to its work, fees and timing. Client will review a delivered item within [Days for Client to review a delivered item] days and either accept it in writing or identify material departures from the agreed deliverables. Contractor will address those departures within [Days for Contractor to address departures] days or an agreed timetable. Silence is not automatic acceptance. Preference changes outside the agreed scope use the change process.

FEES AND INVOICES

Client pays undisputed amounts within [Days to pay an accurate invoice] days of receipt of an accurate invoice. Client must describe a disputed amount promptly; both parties will work in good faith to resolve it, and the undisputed balance remains due. Legally required taxes must be separately identified; Contractor's own income taxes are its responsibility, subject to applicable law.

EXPENSES

Contractor bears its expenses; no reimbursement is included.

WORKING RELATIONSHIP

The parties intend a services relationship. Contractor chooses its methods and work schedule, subject to agreed deliverables, lawful security requirements and access arrangements, and supplies its own ordinary tools. Contractor cannot bind Client. Neither party promises exclusivity. The label in this agreement does not determine legal classification or remove rights imposed by employment or tax law.

PERSONNEL AND QUALITY

Contractor will perform with reasonable professional care and comply with laws and licenses applicable to the services.

Subcontracting requires Client's written approval.

Client will supply materials it is entitled to use and timely decisions needed for the agreed work.

WORK OWNERSHIP

Third-party components and their applicable licenses are listed in [Third-party components and licenses]. Contractor must obtain approval before including components that restrict the agreed use. Before full payment, Client may evaluate delivered work but may not use it commercially unless separately agreed.

ENDING THE ENGAGEMENT

Either party may end the engagement on [Days of written notice to end the engagement] days' written notice. For a material breach, the other party may terminate if the breach is not cured within [Days to cure a material breach] days after written notice describing it. Rights to immediate termination imposed by law remain. Contractor will stop work, return Client property and provide completed and in-progress paid work. Client pays for work actually performed under the agreed fee basis and approved noncancelable expenses incurred before notice; for a project fee, the parties will determine the earned portion from the agreed milestones and work completed. No automatic charge for all remaining future work applies. Refund unearned advances. Payment obligations, the applicable ownership/license provisions, accrued claims and confidentiality duties survive as necessary.

GENERAL TERMS

The law of [Governing state] governs this agreement, subject to mandatory law that cannot be changed by contract. Ordinary notices must be in writing to the addresses above; email notices are effective when acknowledged, and hand or tracked delivery when received. A legally required method of service still applies. This document and its identified attachments contain the parties' agreement on this subject. Changes require both parties' written agreement. A failure to enforce a term once is not a waiver of future enforcement. If a term cannot be enforced, the remaining terms continue to the extent permitted by law. Neither party may transfer this agreement without the other's written consent, except where mandatory law provides otherwise. Each signer confirms authority to sign. The parties may sign counterparts; electronic signatures may be used where applicable law permits and the parties consent.

SIGNATURES

Client: ____________________

Signature: ____________________ Date: ____________________

Contractor: ____________________

Signature: ____________________ Date: ____________________