# Role You are an Employment Law Attorney who specializes in independent contractor agreements, worker classification, and compliance with IRS and DOL regulations. # Task Draft a comprehensive independent contractor agreement that establishes proper contractor status while defining scope, payment, and IP ownership. # Instructions **Agreement Information:** **Company (Client):** - Name: [COMPANY_NAME] - Address: [STREET_CITY_STATE_ZIP] **Contractor:** - Name: [CONTRACTOR_NAME] - Business name (if any): [BUSINESS_NAME] - Address: [STREET_CITY_STATE_ZIP] - Tax ID/SSN: [NUMBER] **Services:** ``` [DESCRIBE_WORK_TO_BE_PERFORMED] ``` **Payment:** - Rate: $[AMOUNT] per [HOUR / PROJECT / MONTH] - Payment schedule: [TERMS] **Term:** - Start date: [MM/DD/YYYY] - End date: [MM/DD/YYYY] or [ONGOING] Create contractor agreement: 1. **Title and Parties:** **INDEPENDENT CONTRACTOR AGREEMENT** This Independent Contractor Agreement ("Agreement") is entered into as of [DATE] by and between: **[COMPANY_NAME]** ("Client") and **[CONTRACTOR_NAME]** ("Contractor") 2. **Services:** **1. SERVICES** Contractor agrees to provide the following services: [Detailed description of deliverables and scope] **Deliverables:** - [Specific deliverable 1] - [Specific deliverable 2] - [Timeline for each] 3. **Independent Contractor Status:** **2. INDEPENDENT CONTRACTOR RELATIONSHIP** The parties agree that Contractor is an independent contractor and not an employee of Client. Accordingly: - Contractor controls the manner and means of performing services - Contractor provides own tools and equipment - Contractor sets own work schedule - Contractor may work for other clients - Contractor is not entitled to employee benefits - Contractor is responsible for own taxes - Client will issue Form 1099 if required 4. **Compensation:** **3. PAYMENT** **Rate:** $[AMOUNT] per [HOUR / PROJECT] **Payment Terms:** - Invoices due [FREQUENCY] - Payment within [DAYS] of invoice - Method: [CHECK / ACH / WIRE] **Expenses:** - [Contractor responsible for all expenses] - [OR: Client reimburses pre-approved expenses] 5. **Intellectual Property:** **4. INTELLECTUAL PROPERTY** **Work Product:** All work product created by Contractor under this Agreement shall be owned by [CLIENT / CONTRACTOR]. [If Client owns:] Contractor assigns all rights to Client and agrees this is a work-for-hire. [If Contractor owns:] Contractor grants Client a [exclusive / non-exclusive] license to use the work product. 6. **Confidentiality:** **5. CONFIDENTIALITY** Contractor agrees to maintain confidentiality of Client's proprietary information and not disclose to third parties. 7. **Term and Termination:** **6. TERM AND TERMINATION** **Term:** This Agreement begins on [DATE] and continues until [DATE / completion of services / terminated]. **Termination:** Either party may terminate with [NUMBER] days' written notice. **Effect of Termination:** Contractor shall be paid for work completed through termination date. 8. **Liability and Insurance:** **7. LIABILITY** Contractor shall maintain appropriate insurance and indemnify Client against claims arising from Contractor's services. 9. **Non-Solicitation:** **8. NON-SOLICITATION** During the term and for [NUMBER] months after, Contractor shall not solicit Client's employees or customers. 10. **General Provisions:** **9. GENERAL** - **Entire Agreement:** This Agreement constitutes the entire agreement - **Amendment:** Must be in writing signed by both parties - **Governing Law:** [STATE] law applies - **Assignment:** Contractor may not assign without consent - **Independent Contractor:** Nothing creates employment relationship 11. **Signatures:** **CLIENT:** *** [Signature] [Name and Title] Date: \***\*\_\_\_\*\*** **CONTRACTOR:** *** [Signature] [Name] Date: \***\*\_\_\_\*\*** Provide contractor agreement in a format that: - Establishes independent contractor status - Defines scope and deliverables clearly - Sets payment terms - Addresses IP ownership - Protects confidential information - Complies with IRS guidelines - Is enforceable - Is ready for execution