Independent contractor agreement for hiring a freelancer or consultant
You are bringing in a developer, a bookkeeper or a sales consultant on contract, and you need the work, payment and ownership in writing. This prompt has your todo.is agent draft an independent contractor agreement from the company side, with IP assignment, confidentiality and clear contractor status, plus a checklist to avoid misclassification.
The prompt
- Draft an independent contractor agreement where my company, [COMPANY NAME], hires [CONTRACTOR NAME OR COMPANY] to provide [SERVICES]. Payment: [RATE AND INVOICING TERMS]. Term: [START DATE AND LENGTH]. Include: description of services and deliverables, contractor controls how and when the work is done, own tools and expenses, payment and invoicing, taxes and insurance are the contractor's responsibility, assignment of intellectual property to my company on payment, confidentiality, non-solicitation of employees and clients for [PERIOD], warranties, liability and indemnity, termination with [NOTICE PERIOD] notice, return of materials, and signatures. Governing law: [COUNTRY OR STATE]. Save it as a Word file, and add a checklist with links of the factors used to decide whether someone is really a contractor in that jurisdiction.
What to change
- [COMPANY NAME]: Your company's legal name, e.g. "Lumenfield Analytics Inc.".
- [CONTRACTOR NAME OR COMPANY]: e.g. "Rafael Santos" or "Santos Dev LLC".
- [SERVICES]: e.g. "building and maintaining our customer dashboard in React". Or attach a statement of work.
- [RATE AND INVOICING TERMS]: e.g. "$90 per hour, invoiced monthly, paid within 30 days" or "fixed $12,000 in 3 milestones".
- [START DATE AND LENGTH]: e.g. "from May 1 for 6 months, renewable".
- [PERIOD]: e.g. "12 months after the agreement ends". Some places restrict these clauses.
- [NOTICE PERIOD]: e.g. "14 days' written".
- [COUNTRY OR STATE]: e.g. "Washington, USA" or "Ontario, Canada".
Example result
- Independent Contractor Agreement (sample draft)
- Company: Lumenfield Analytics Inc. Contractor: Santos Dev LLC, represented by Rafael Santos.
- 1. Services. Contractor will build and maintain the customer dashboard in React, as described in Statement of Work 1. New work is added by a signed SOW.
- 2. Relationship. Contractor is an independent business, not an employee, partner or agent. Contractor decides how, when and where the work is done, and may work for other clients.
- 3. Tools and expenses. Contractor uses their own equipment and pays their own expenses unless the Company approves them in writing.
- 4. Fees. $90 per hour, invoiced monthly with a time summary. Invoices are due within 30 days.
- 5. Taxes and insurance. Contractor pays all of their own taxes and carries their own business insurance. The Company does not withhold taxes or provide benefits.
- 6. Intellectual property. On payment of each invoice, Contractor assigns to the Company all rights in the work delivered under it. Contractor keeps general know-how and pre-existing tools, and gives the Company a perpetual license to any of them built into the deliverables.
- 7. Confidentiality. Contractor keeps the Company's code, data and business information confidential during and after this agreement.
- 8. Non-solicitation. For 12 months after the end of this agreement, Contractor will not solicit Company employees to leave, where allowed by law.
- 9. Warranties. Work will be performed professionally and will not knowingly infringe anyone's rights.
- 10. Liability. Each party's liability is limited to the fees paid in the previous 6 months, except for breaches of confidentiality or IP.
- 11. Term and termination. From May 1 for 6 months. Either party may end it with 14 days' written notice. Work done is paid.
- 12. Governing law. Washington, USA.
- Contractor status checklist (extract)
- • Who controls how the work is done?
- • Does the contractor have other clients and their own business?
- • Is payment by project or invoice rather than a salary?
- • Does the contractor use their own tools?
How to do it with todo.is
- Copy the prompt and add the contractor, the services, the rate and the term.
- Paste it into todo.is on the Today screen. Attach a statement of work or proposal if you have one.
- Your agent writes the agreement as a Word file with a contractor status checklist and source links.
- Ask for changes like "fixed-price milestones instead of hourly", then send it for signature.
Tips for a better result
- Make sure the IP assignment clause is there. Without it, a contractor may own the code or designs you paid for, depending on local law.
- Do not treat contractors like employees: no fixed hours, no company job title, no managing how they do the work. Misclassification can bring tax penalties.
- Use separate statements of work for each project, so the main agreement stays the same.
- Ask your agent to remember your company details and standard clauses for the next contractor.
- This is a draft, not legal advice. Have a lawyer check it, especially for contractors in another country.
independent contractor agreement: FAQ
- What makes someone an independent contractor rather than an employee? Mainly control and independence: a contractor decides how the work is done, uses their own tools, can work for others and is paid per project or invoice. Each country and state has its own test, and the contract alone does not decide it.
- Who owns the work an independent contractor creates? In many places, the contractor owns it unless a written agreement assigns it to you. That is why an IP assignment clause matters.
- Is this the same as a freelance contract? They are similar. This one is written from the hiring company's side, with stronger IP and confidentiality terms. A freelance contract is usually written from the freelancer's side.
- Does todo.is handle contractor payments or tax forms? No. Your agent drafts the agreement and can explain which tax forms are usually needed with links, but payments and filings stay with you or your accountant.
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