Free Independent Contractor Agreement Template

Fully editable with standard terms and clauses. Send and e-sign it online.

Bonsai has helped create 1,023,928 documents and counting.

Trusted by thousands of agencies and consulting firms
4.8/5 on Capterra
4.8/5 on G2
Successful agencies, consulting and professional services firms rely on Bonsai every day to run their business.
Table of contents

What is an independent contractor agreement?

An independent contractor agreement is a legally binding relationship between a client and a contractor.

The agreement covers every project area, from scope to payments, and spells it out in black and white. Not only does an agreement create a formal working relationship, it also describes other (sometimes overlooked) parts of working with independent contractors, like liabilities and termination processes.

These agreements are important for contractors, too. As independent contractors are not employees, it's crucial to have specifics like fees, payment dates, and expectations put into writing before a project kicks off.

Independent contractor agreements are a win-win—it makes the working relationship safer for both parties.

Situations like incomplete or unacceptable work, unfair dismissal, and overdue payments are all included, and tell both the client and independent contractor what their legal obligations are.

Note: Sign-up now to start creating your free independent contractor agreement. It has all the basic elements you’ll need to get going, and it’s been written and reviewed by top lawyers.

Why you need an independent contractor agreement

Employing an independent contractor can be a great way to (temporarily) have a highly skilled individual join your team.

For an employer, using freelance professionals can be a smart way to cover busy periods or bring in skills their regular team lacks. Yet, it's essential to have the same contractual obligations set in stone as you would with in-house employees if you are looking to hire outside your company.

It's crucial that the working agreement is thorough and explains that the independent contractor isn't a permanent employee of a business and will only remain working with the client until the terms of their work contract have been fulfilled.

If you are the independent contractor taking on a new job, specifics like payment dates and project scope should be set in stone before you start working so you don't end up doing more work than budgeted for.

That's why an independent contractor agreement plays an important role.

The agreement helps protect both parties involved, especially with areas like confidentiality agreements, liability insurance, losses, damages, or disagreements. And making sure an independent contractor agreement is signed before any work starts also allows both parties to avoid ambiguity with deadlines, key deliverables, and pay rates.

So, what exactly should you include in an independent contractor agreement to make it legally watertight?

What should be included in an independent contractor agreement?

Making sure that the entire agreement has everything it needs can seem overwhelming—here are the key clauses that any good contract should include:

Contractor/Client Details

Any legally binding independent contractor agreement should include standard details about the contractor and the client.

The client's name, business name, postal address, and contact information should be included in this part of the contract. The same information for the contract worker should also be added.

Scope of Contractor Services

The agreement should include a clear scope that outlines a working arrangement to avoid any miscommunication or understanding about what the project will produce.

Not only does a scope help reduce the chances of any party being unhappy with the final work product, but it should also include tasks such as sourcing and obtaining materials if necessary.

This is also the section where you should outline the job schedule, working hours, and delivery dates for each stage of the project and completion.

Remember, the more detailed your descriptions are, the less room there is for confusion.

Independent Contractor Status

As contractors are paid for specific services from a company, it's crucial to highlight that contractors are not employees.

The contract must state the independent contractor is not an employee and will only work with the client until the terms of their agreement (the scope) have been completed. If the contractor is eligible for any additional benefits—like expenses incurred or employing subcontractors to help with the project—it should be included here.

Payment T&Cs

It's necessary to make sure both client and contractor know the payment terms and conditions before any work starts.

This part of the independent contractor agreement should outline all costs in detail, such as which party is responsible for covering expenses (e.g., travel or equipment) in addition to a final total of the project. And if the costs are estimated and subject to change, that should be made clear so that the client can adjust their budget if needed.

If the contractor requires the client to pay a deposit or make multiple payments towards expenses, the contract should highlight this and provide precise dates about when these payments need to be made.

This section is where a contractor should outline their conditions around late fees if a client doesn't pay their invoice on time, like so:

condition around late fees

Finally, if there are any circumstances where a client is exempt from paying the contractor—like uncompleted work—this should also be included.

Intellectual Property (IP)

If the project produces something, like content or a website, this is called Intellectual Property (IP)—and you must outline how both parties can use it.

For example, if you are an independent contractor that works as a photographer, the contract should cover who has the rights to that intellectual property. This part of the contract needs to state which products belong to which parties—highlighting who can reproduce or use the content in the future under copyright laws to stop unauthorized use of creative work.

In this independent contractor agreement example, there are strict instructions about how IPs should be used in the project

Pro-tip: If you're unsure whether this information applies to your company, you can always use contract templates to help you.

Indemnification Clauses

Indemnification clauses are a crucial part of any agreement as they protect both parties if there are disagreements during a project.

This section of the agreement outlines who is liable to pay compensation if contract terms are breached, like damages and losses as well as other provisions. Once again, getting the legal jargon right in this part of the contract is crucial as it covers both parties if a third party tries to sue, for example.

Pro-tip: If you're unsure how to include this information in your independent contractor agreement, then using a contractor agreement template can save you lots of headaches.

Contract Termination

Finally, your independent contractor agreement needs to cover how and when the service agreement will come to an end.

Contract termination should outline when both parties are free from the obligations of the agreement. How you do this can vary from giving provisional termination dates or stating how long the contract is valid for (i.e., six months.)

It should also be explicit about how the contract needs to be terminated, like giving "X days" written notice and how far ahead the agreement needs to be ended before work officially stops.

Lastly, you should also outline certain circumstances in which both parties will be released from the agreement early, like if someone violates certain conditions like breaching a confidentiality agreement.

Sample independent contractor agreement template

Using an independent contractor agreement template is the best way to ensure that all T&Cs (like legal and financial obligations) are covered, and both parties will be protected.

Here's an independent contractor agreement template for you to steal.

What's the benefit of using Bonsai, instead of editing a template yourself?

If you've made it this far, one thing should be clear—independent contractor agreements are complex documents.

If the agreement isn't written correctly, both parties could be exposed to all types of risks, from IP violations to scope creep and payment disagreements. Or, you may have to go down the expensive route and ask a law firm to provide legal advice to fix any mistakes.

With Bonsai, companies can create independent contractor agreements and edit the T&Cs so that both parties agree and are on the same page. Then, the last step is having both parties sign the contractor agreement digitally.

Bonsai also walks you through the agreement when you are creating it, offering helpful tips to make the contract as fair as possible to both parties.

How to create an independent contractor agreement with Bonsai (without an attorney or law firm)

Writing an independent contractor agreement using Bonsai's generator means that your contract will be much more specific than the largely generic agreements a standard template will leave you with.

That's because many templates are rigid, difficult to edit and format, and use way too much jargon. On the other hand, Bonsai's templates allow you to tweak each aspect of an independent contractor agreement, from deposits to payment dates and late fees.

Once you input the basics (like project fees and expenses), Bonsai then allows you to edit specific parts of the agreement, like work product ownership and portfolio rights.

Bonsai’s contract generator has been vetted by experienced contract lawyers and thousands of expert freelancers, covering all of the important aspects of a contract we mentioned earlier.

And the best bit? Bonsai's contract generator is super easy to use. Take it for a test drive here.

Frequently Asked Questions
Questions about this template.

How much does an independent contractor make?

Dependent on the specialty of the independent contractor, their hourly rate ranges between $5.77 to $79.81. This big gap tells us that there's a big room for advancement if one hones their skill, gain more experience and expand their knowledge on their chosen specialization.

What's the best free contractor contract template?

The best free freelancer agreement template is Bonsai. Our templates include the dates, scope of work, both parties' information and their agreement to the terms. You just need to edit this out with Bonsai's easy to use independent contractor agreement template.

Using one of Bonsai's free contract templates is the best approach to send clients professional contracts. With the support of our software, you can generate legally sound agreements and begin a new clientele.

Using one of Bonsai's free contract templates is the best approach to send clients professional contracts. With the support of our software, you can generate legally sound agreements and begin a new clientele.

What are my Internal Revenue Service (IRS) obligations if I hire an independent contractor

It's essential for companies who hire independent contractors to understand the differences between these contractors and employees. The Internal Revenue Service (IRS) says anyone that is offering their services to the general public is usually considered an independent contractor. As such, they are responsible for their own obligations to the IRS, such as taxes. You, the client hiring the independent contractor, are under no legal obligations. You don't have to withhold income taxes or pay social security or health insurance when you hire outside help.

What are my rights as an independent contractor?

Independent contractors should be aware that when they hire out their services to a company, they won't be given the same benefits as its employees. They won't be entitled to vacation time or sick leave, and independent contractors are in charge of their legal obligations like taxes. But independent contractors also aren't given the same rights and protections given to regular employees like health insurance, withholding taxes, and benefits plans.

Template preview

Free Independent Contractor Agreement Template

Independent Contractor Agreement

First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.

This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Contractor").

The Contract is dated [the date both parties sign].


1.1 Project. The Client is hiring the Contractor to do the following: Details to be provided.

1.2 Schedule. The Contractor will begin work on [DATE] and will continue until the work is completed. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Contractor a rate of [RATE] (USD) per hour. Of this, the Client will pay the Contractor $1,500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Contractor's expenses. Expenses do not need to be pre-approved by the Client.

1.5 Invoices. The Contractor will invoice the Client at the end of the project. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 1.5% per month on the outstanding amount.

1.6 Support. The Contractor will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.


2.1 Client Owns All Work Product. As part of this job, the Contractor is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Contractor works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.

2.2 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Contractor's Help Securing Ownership. In the future, the Client may need the Contractor's help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Contractor, the Contractor agrees that the Client can act on the Contractor's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.4 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Contractor cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Contractor's Right To Use Client IP. The Contractor may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client’s logo. The Client agrees to let the Contractor use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.


The Contractor won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.


Until this Contract ends, the Contractor won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate. The Contractor promises that it won’t do anything in this paragraph on behalf of itself or a third party.


5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.

5.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.

5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Contractor has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Contractor has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Contractor if the Contractor has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Contractor with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.


This Contract is ongoing until the work is completed. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).


The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:

  • The Contractor will use its own equipment, tools, and material to do the work.
  • The Client will not control how the job is performed on a day-to-day basis. Rather, the Contractor is responsible for determining when, where, and how it will carry out the work.
  • The Client will not provide the Contractor with any training.
  • The Client and the Contractor do not have a partnership or employer-employee relationship.
  • The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
  • The Contractor is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
  • The Contractor is responsible for its own taxes.
  • The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor's employees or subcontractors.


8.1 Overview. This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Contractor may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Contractor promises to treat this information as if it is the Contractor's own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well. When this Contract ends, the Contractor must give back or destroy all confidential information, and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor's responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn’t do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn’t have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Contractor is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor may promise to come to the Client’s defense or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Contractor agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).

10.3 Contractor Indemnity. In this Contract, the Client agrees to indemnify the Contractor (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.


11.1 Assignment. This Contract applies only to the Client and the Contractor. The Contractor cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Contractor's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Contractor must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Signatures. The Client and the Contractor must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.7 Governing Law. The laws of the state of California govern the rights and obligations of the Client and the Contractor under this Contract, without regard to conflict of law principles of that state.

11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.


First Name
Last Name
Acme LLC.
First Name
Last Name
Corporation Corp.