Scope of work and deliverables
What the contractor will deliver, by when, and how changes to the scope are agreed and priced.
Independent Contractor Agreements
A Contractor Agreement That Says Who Owns the Work and When It Gets Paid
Prepared by a licensed U.S. attorney
An independent contractor agreement lawyer is usually hired to fix three things a form leaves loose: who owns what the contractor creates, how and when invoices are paid, and whether the paper matches a real contractor relationship. A licensed U.S. attorney drafts the agreement for your engagement, or reviews the one you were sent. The parties sign it.
The short answer
Paying a contractor does not mean you own their work. Outside nine narrow categories, commissioned work is a work made for hire only for employees, so a business that needs to own a contractor's code, design, or content needs a written assignment (17 U.S.C. 101, 201(b)).
Copyright Act, DTSA, and IRS worker classification guidance checked against the official sources
Who Owns the Work
Work Made for Hire vs. Assignment: Owning What a Contractor Creates
Under the Copyright Act, a work made for hire is either a work prepared by an employee within the scope of employment, or a commissioned work that falls into one of nine categories (a contribution to a collective work, part of a motion picture or audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, or an atlas) where the parties sign a written agreement calling it one (17 U.S.C. 101).
Software, a logo, a website, or marketing copy from a contractor usually fits none of those categories, so a clause that only says "work made for hire" may not transfer anything. The agreement needs an express assignment of the rights, with the work-for-hire language kept as a backstop for work that does qualify. For a work made for hire, the hiring party is the author and owns the copyright unless a signed writing says otherwise (17 U.S.C. 201(b)).
Contractor or Employee
Contractor or Employee: Why the Agreement Has to Match the Work
The IRS decides worker status from the whole relationship and the right to direct and control how the work is done. A written contract is one fact among many. Federal labor law and state law can apply their own tests, and a worker who is a contractor for one purpose can be an employee for another.
Behavioral control
Does the business control, or have the right to control, what the worker does and how the worker does the job?
Financial control
Does the business control how the worker is paid, whether expenses are reimbursed, and who provides tools and supplies?
Type of relationship
Are there employee-type benefits, will the relationship continue, and is the work a key part of the business?
The three categories are the IRS's own grouping of the common-law control test. If status is still unclear, either the business or the worker can file Form SS-8 and ask the IRS to decide. We draft the agreement to describe the relationship accurately; we do not make the classification decision for you.
What the Agreement Covers01 02 03 04 05 06 07 08
The Eight Clauses Every Independent Contractor Agreement Needs
Payment and invoicing
The rate or fixed fee, milestones, when invoices are due, expenses, and what happens to payment if the engagement ends early.
Independence
The contractor controls how the work is done, supplies their own tools, and is free to work for others, written to match how the engagement will actually run.
Ownership of work product
An assignment of copyright and other rights in the deliverables, because most contractor work is not a work made for hire (17 U.S.C. 101), plus a license to any pre-existing material the contractor brings.
Confidentiality
What the contractor must keep confidential and for how long, with the federal immunity notice, since contractors and consultants count as employees for that rule (18 U.S.C. 1833(b)(4)).
Non-solicitation and non-compete
Only as far as the governing state allows; restraints on a contractor's other work point toward the business controlling the relationship, which is what the IRS test weighs.
Term, termination, and transition
How long the engagement lasts, notice to end it, return of materials, and handover of work in progress.
Liability, insurance, and disputes
Indemnities, limits of liability, insurance the contractor must carry, governing law, and how disputes are resolved.
Start from the free independent contractor agreement template if the engagement is standard. For a contractor who will see trade secrets, a separate NDA drafted for the engagement can sit alongside it.
What We Prepare
Contractor Agreement Drafting and Review by a Licensed U.S. Attorney
For businesses hiring contractors and for contractors signing a client's paper. We draft and explain; the parties sign.
Contractor or Consulting Agreement
A master agreement or a single-project agreement written around the work, the payment terms, and the IP you need to own, with statements of work for later projects.
Use it whenYou are engaging a freelancer, consultant, or agency.
Agreement Review for Contractors
The client's agreement marked up from the contractor's side: payment protection, scope creep, IP you keep, liability caps, and restrictions on your other work.
Use it whenA client sent you their contract to sign before you start.
IP Assignment and Confidentiality
A stand-alone assignment of rights in work already delivered, or a confidentiality agreement for a contractor with access to trade secrets.
Use it whenWork was done without a written agreement and you need to own it.
01
You send the engagement
Who is doing what, for how much, for how long, and any draft you have, through the secure matter portal.
02
We scope it in one business day
A written scope lists the agreement or review and a delivery date.
03
A licensed U.S. attorney drafts
The agreement or redline is prepared by a licensed U.S. attorney.
04
You review and we revise
You confirm the scope, payment, and ownership terms. We revise until it matches the deal.
05
The parties sign
Business and contractor sign, on paper or electronically.
Legal Tank
- Drafts the agreement, statements of work, and IP assignment.
- Reviews a client's or contractor's draft and explains each change.
The parties
- Decide how the work will be done and classify the worker.
- Negotiate, sign, and manage the engagement.
Hiring an employee instead? See employment contract review and drafting. Other business contracts? See contract drafting services.
FAQ
Independent Contractor Agreement Questions
What is an independent contractor agreement?
A contract between a business and a person or company it hires to do work without making them an employee. It sets the scope of the work, the deliverables, how and when the contractor is paid, how either side can end the engagement, confidentiality, and who owns what the contractor creates. A well-drafted one also describes the relationship the way it actually works, because the label alone does not decide whether the worker is a contractor.
Can I legally write my own contract?
Yes. No law requires a lawyer to write a contract, and many contractor agreements start from a template. The usual gaps in a homemade agreement are intellectual property (without the right written terms, the contractor may own the copyright in what you paid for), payment terms that do not say when an invoice is due, and confidentiality terms without the federal immunity notice that applies to contractors and consultants (18 U.S.C. 1833(b)(3), (4)).
How much does a contractor lawyer cost?
For a contractor agreement, the fee turns on whether it is drafted from scratch or reviewed, and how much custom IP, payment, or confidentiality work it needs. We quote a fixed fee after reading what you send, and the quote is free. A standard engagement can start from our free independent contractor agreement template.
Is there a template for an independent contractor contract?
Yes. Our independent contractor agreement template is free to download and covers scope, payment, term, confidentiality, and ownership of work product. Have the agreement drafted or reviewed when the contractor will create something you need to own, will see trade secrets, will work long term or close to full time, or when the other side sent its own paper.
Does calling someone a contractor in the agreement make them one?
No. The IRS looks at the whole relationship and the right to direct and control the work, grouped into behavioral control, financial control, and the type of relationship, and a written contract is only one of the facts it weighs. Either the business or the worker can ask the IRS to decide with Form SS-8. Federal labor law and state law can apply their own tests, so the agreement should match how the work will really be done.
This page explains contractor agreement terms and some federal rules, and what we draft. It is not legal or tax advice about your engagement, and Legal Tank does not represent either party.
Ready When You Are
Put the Engagement in Writing Before the Work Starts
Send the scope, the payment terms, and any draft. We return a scope and a delivery date in one business day.
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