Free independent contractor agreement template
with every clause that protects both sides.

Why it matters: Using a personal name when a business entity should be the signatory — or naming a subsidiary instead of the parent company — can shift liability to the wrong person and may affect whether the agreement binds the intended party at all. Courts require identifiable parties with legal capacity for contract formation.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory role and authority are stated.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders a contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: This is the central clause that distinguishes an IC agreement from an employment contract. Without explicit documentation of IC status — the contractor's control over their own methods and tools, responsibility for their own taxes, and the absence of an ongoing employment relationship — the IRS or a state agency may reclassify the worker as an employee, triggering retroactive payroll tax liability, benefits obligations, and potential penalties.

What Clausio checks: That the agreement states IC status, specifies that the contractor controls their own methods and schedule, uses their own equipment, and is responsible for all taxes and insurance. Flags if the classification language is absent or contradicted by other terms.

Legal basis (high confidence): IRS Common-Law Test — three categories: (1) behavioral control, (2) financial control, (3) type of relationship. No single factor is determinative. See IRS guidance. California applies the ABC test (Lab. Code § 2750.3 / AB5), under which a worker is an employee unless the hiring party proves all three prongs: (A) free from control, (B) performing work outside the usual course of business, and (C) customarily engaged in an independently established trade. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — the same multi-factor agency test applies to IC classification and work-for-hire analysis.

Why it matters: Vague scope is the most common source of contractor disputes. An undefined scope lets courts interpret ambiguities against the drafter (contra proferentem), and leaves both parties uncertain about what "done" means — opening the door to scope creep and non-payment disputes.

What Clausio checks: That deliverables, milestones, and acceptance criteria are specified rather than left open-ended. Flags scope described only in aspirational terms without concrete outputs.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium — Restatement persuasive authority]

Why it matters: Without agreed payment terms, a contractor's fallback is quantum meruit — the reasonable value of services — which requires litigation to establish and is inherently uncertain. A missing late-payment clause removes any contractual incentive for the client to pay on time.

What Clausio checks: That the fee amount or hourly rate, invoicing procedure, payment due date, and late-payment consequences are all specified. Flags if the payment mechanism is missing entirely.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest (what the plaintiff would have received had the contract been performed). NYC freelancers may also have rights under the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928) for contracts over $800. [Confidence: medium for Restatement; NYC statute high]

Why it matters: This is the most commonly missing clause in IC agreements. Without a written copyright assignment, the contractor retains copyright in everything they create — code, designs, copy, illustrations — regardless of how much the client paid. The client may discover it does not actually own the work it commissioned.

What Clausio checks: Whether the agreement includes a written copyright assignment and/or a work-for-hire designation. Flags if IP ownership is absent or ambiguous. Also checks that the contractor's pre-existing IP (tools, libraries, frameworks) is distinguished from the assigned deliverables.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only if it falls within one of nine statutory categories AND a signed written instrument designates it as such. Most contractor deliverables do not qualify — a written copyright assignment is required. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed; oral agreements do not transfer copyright. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — the Supreme Court held that an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: Contractors routinely access non-public information — client lists, unreleased product plans, pricing models, proprietary processes. Without a confidentiality clause, a client's remedy for unauthorized disclosure is limited to trade secret law, which requires proving the information qualifies as a trade secret. A written confidentiality clause provides a separate, easier-to-enforce contractual cause of action.

What Clausio checks: That confidential information is defined, the contractor's obligations are spelled out, and the DTSA whistleblower-immunity notice is included (required to preserve eligibility for exemplary damages and attorney's fees under 18 U.S.C. § 1833(b)).

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions, actual damages, and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — parties entering confidentiality agreements must provide written notice of the DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Clients often want to prevent a contractor from poaching their employees or being hired directly by their customers. Contractors sometimes want protection against a client using the IC relationship to avoid a non-compete. These clauses vary significantly in enforceability by state — California effectively prohibits most non-solicitation agreements under Bus. & Prof. Code § 16600.

What Clausio checks: Whether a no-hire or non-solicitation clause is present, and whether it is scoped narrowly enough to be enforceable in the applicable jurisdiction. Flags overly broad clauses in California-governed contracts.

Legal basis: Non-solicitation enforceability varies substantially by state. Most states apply a reasonableness standard (time, geography, legitimate business interest). California is an outlier — Bus. & Prof. Code § 16600 voids most post-employment restrictions and has been applied to IC agreements in some contexts. Consult counsel for California-governed agreements. [Confidence: medium — state law varies; California rule is high confidence]

Why it matters: Without a termination clause, ending an IC engagement typically requires proving a material breach — which means litigation if the other side disagrees. "For convenience" termination rights give either party a clean exit, but must be paired with a clear rule about what gets paid on termination to be fair to the contractor.

What Clausio checks: That the agreement specifies a start and end date (or renewal mechanism), grounds for termination for cause and for convenience, notice periods, and what compensation is owed through the termination date.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended when the other commits a material breach; factors for materiality include extent of deprivation of expected benefit and adequacy of damages. [Confidence: medium — Restatement persuasive authority]

Why it matters: Without a liability cap, a contractor who delivers flawed work could face damages that far exceed the contract fee — including the client's lost revenue, downstream losses, and third-party claims. A mutual liability cap set at the total contract value is standard in professional-services IC agreements.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost profits) are specified. Flags if there is no cap or if the cap is one-sided.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Without a choice-of-law clause, courts apply conflict-of-laws analysis that may select an inconvenient or unfavorable state's rules — particularly important because IC classification law, non-solicitation enforceability, and trade secret remedies vary dramatically between states. Without a dispute resolution clause, a $10,000 IC fee dispute defaults to state-court litigation that costs more than the amount at stake.

What Clausio checks: That governing law and venue are specified, and that a dispute resolution mechanism (arbitration, mediation-first, or court) is named.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction, or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses (fraud, unconscionability, duress).