Narrative. Independent contractor agreements have two jobs: (1) get the work done under clear commercial terms, and (2) preserve the contractor’s status as a non-employee under IRS, state wage-and-hour, and labor-law tests. Misclassification risk is real — particularly under California’s ABC test (AB5), the FLSA economic-reality test, and the NLRB common-law test. Big-law practice treats the services as SOW-driven (statements of work attached as exhibits), makes clear the contractor controls the means and manner of work, requires the contractor to carry their own insurance, makes payments milestone- or deliverable-based (not hourly unless necessary), prohibits contractor from holding themselves out as an employee, and bolts on a contractor-specific PIIA with a present assignment of IP. Never use this form for someone who is effectively a full-time employee.

THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into as of [DATE] by and between [COMPANY NAME], Inc. (“Company”) and [CONTRACTOR NAME] (“Contractor”).

1. Services

1.1 Services; SOWs

Contractor shall provide the services described in one or more statements of work executed by the parties and referencing this Agreement (each, an “SOW”). Each SOW shall specify the scope of services, deliverables, timeline, and fees. The first SOW is attached as Exhibit A.

1.2 Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Company. Contractor shall have sole control over the manner and means of performing the services and shall determine the method, details, and schedule of performance, subject to the deliverables and timeline set forth in the applicable SOW. Contractor shall not be entitled to any Company employee benefits. Contractor is responsible for all federal, state, and local taxes on amounts paid under this Agreement.

1.3 No Authority to Bind

Contractor has no authority to enter into contracts or make representations on behalf of Company.

2. Fees and Expenses

2.1 Fees

Company shall pay Contractor the fees set forth in the applicable SOW. Fees are payable within [30] days of receipt of a correct invoice.

2.2 Expenses

Unless otherwise specified in an SOW, Contractor is responsible for all of Contractor’s expenses. Company shall reimburse Contractor only for those pre-approved expenses set forth in the applicable SOW.

2.3 Taxes

Contractor is responsible for all taxes on amounts paid under this Agreement. Company shall issue Contractor a Form 1099 as required by law. Contractor shall complete and deliver a Form W-9 prior to first payment.

3. Intellectual Property

3.1 Work Product

All deliverables, inventions, works of authorship, and other work product created by Contractor in the course of performing services under this Agreement (collectively, “Work Product”) shall be the sole and exclusive property of Company. Work Product that qualifies as “works made for hire” under the Copyright Act shall be deemed works made for hire. To the extent any Work Product does not so qualify, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to such Work Product.

3.2 Pre-Existing IP

Contractor retains ownership of any pre-existing intellectual property that Contractor incorporates into the Work Product (the “Pre-Existing IP”). Contractor shall identify all Pre-Existing IP on the applicable SOW. Contractor hereby grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and distribute any Pre-Existing IP as incorporated into the Work Product.

3.3 Further Assurances

Contractor shall execute any additional documents reasonably requested by Company to effectuate the assignment of Work Product, and hereby appoints Company as attorney-in-fact, coupled with an interest, to execute such documents on Contractor’s behalf.

4. Confidentiality

Contractor acknowledges that Contractor will have access to confidential information of Company. Contractor shall hold such information in strict confidence, shall use it only to perform services for Company, and shall not disclose it to any third party. This obligation survives termination.

5. Representations and Warranties

Contractor represents and warrants that: (a) Contractor has full right and authority to enter into this Agreement; (b) Contractor’s services will be performed in a professional and workmanlike manner; (c) the Work Product will be original and will not infringe any third-party intellectual property rights; (d) Contractor is not subject to any agreement that would conflict with Contractor’s obligations hereunder; and (e) Contractor carries (or will obtain prior to commencing services) appropriate professional liability and general liability insurance in commercially reasonable amounts.

6. Term and Termination

6.1 Term

This Agreement commences on the Effective Date and continues until terminated as provided herein.

6.2 Termination for Convenience

Either party may terminate this Agreement or any SOW upon [thirty (30)] days’ written notice.

6.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [fifteen (15)] days after written notice.

6.4 Effect of Termination

Upon termination, Contractor shall promptly deliver all Work Product completed or in progress and return all Company property. Company shall pay Contractor for services performed through the termination date. Sections 3 (IP), 4 (Confidentiality), 5 (Reps), 7 (Indemnification), 8 (Limitation of Liability), and 9 (General) survive termination.

7. Indemnification

Contractor shall indemnify and hold Company harmless from any claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of (a) Contractor’s breach of this Agreement or of any representation or warranty, (b) Contractor’s negligence or willful misconduct, or (c) any claim that the Work Product infringes any third-party intellectual property right.

8. Limitation of Liability

EXCEPT FOR CONTRACTOR’S INDEMNIFICATION OBLIGATIONS AND BREACHES OF SECTIONS 3 AND 4, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, AND EACH PARTY’S CUMULATIVE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. General Provisions

This Agreement is governed by the laws of the State of [STATE]. Any dispute shall be resolved exclusively in the state or federal courts located in [COUNTY, STATE]. Contractor may not assign this Agreement without Company’s prior written consent. This Agreement constitutes the entire agreement of the parties, supersedes all prior agreements, and may be amended only in a writing signed by both parties. This Agreement may be executed in counterparts, including by electronic signature.

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COMPANY: [COMPANY NAME], Inc. CONTRACTOR:

By: _________________________ _________________________ Name: [CONTRACTOR NAME] Title: Date: ___________

Exhibit A — Statement of Work #1

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This form is provided for informational purposes only and does not constitute legal advice or create an attorney-client relationship. Every situation is different; consult qualified legal counsel before using or adapting this document. © Montague Law.