Whether you’re a freelance designer or a digital agency hiring one, chances are you’ve faced frustrating issues. Delayed payments or deliverables, confusion over who owns the final work, or surprise revision requests without extra pay.
Yep, we’ve been there too.
Even if you haven’t faced these issues yet, the risk is always there.
The solution for all these is simple. An Independent Contractor Agreement.
Without it, there’s no guarantee you will get paid on time or that your work will stay yours. An agreement ensures everything is clear, from payment terms to deadlines and ownership of your work.
You might be wondering, how do you write an Independent Contractor Agreement?
After tons of research and input from legal experts, we created a contract template that works for both sides. It’s the exact one we use when hiring independent contractors. And you can download it for free.
In this article, I will show you how to customize the template, what the essential parts are, and how digital tools like OneSuite can help you send and sign it easily.
Key Takeaways
- Use an Independent Contractor Agreement to protect your work and clearly outline key terms.
- Clearly define the project scope, payment structure, and deadlines to prevent confusion or scope creep.
- Customize your contract with Exhibits A, B, and B-1 to specify deliverables, fees, and extra costs.
- Collect legally binding signatures quickly and securely using a digital tool like OneSuite.
- Include clauses for revisions, expenses, and legal protections to ensure fair and smooth project delivery
🚨Disclaimer: I’m not a legal expert (wish I were!). This template is a solid starting point, but it’s always smart to consult a legal professional to make sure everything’s in line with your specific needs and local laws.
Download Your Free Independent Contractor Agreement Template that Works for Everyone
Before we dive deeper, here’s a free, downloadable Independent Contractor Agreement template designed to work for any project, whether you’re hiring or working as an independent contractor.
It’s fully customizable and easy to adapt to your unique design projects. It will provide you with a professional and clear structure for your client agreements.
Who is an Independent Contractor?
An independent contractor is someone who works on a project or task basis for a company or client, without being a full-time employee. As a freelance designer, you’re considered an independent contractor.
You get to choose your projects, set your rates, and have control over how, when, and where you work. Without the oversight that employees typically face.
You are responsible for your own taxes, insurance, and any tools you need to perform your work. This arrangement offers flexibility and autonomy but also requires you to be clear on your terms with every client, which is where an Independent Contractor Agreement comes in.
Typically, independent contractors work as:
- Graphic designers
- Web designers
- SEO specialists
- Service providers (consultants, trainers, coaches, etc.)
- Social media managers
- Digital marketers
- Developers
- Copywriters
- Video editors
What is an Independent Contractor Agreement and Why is this Important for You
An Independent Contractor Agreement (ICA) is a formal document that outlines the specifics of your working relationship with a client. It details the services you’ll provide, the payment terms, deadlines, and other important factors that ensure both you and your client understand what is expected.
For digital agencies, this agreement is vital because it helps define the scope of the project, sets clear expectations, and protects both parties if any issues arise.
Whether it’s about intellectual property ownership, payment terms, or confidentiality, having everything written down helps avoid misunderstandings.
Here’s why this agreement is crucial:
- Defines scope of work
- Sets payment terms
- Clarifies deadlines
- Prevents misunderstandings
- Protects both parties
How to Customize Your Independent Contractor Agreement for Design Projects
Customizing an Independent Contractor Agreement might seem daunting at first, especially with all the legal language involved. Believe me, I get it. it can feel like navigating a maze.
But don’t worry, I’ve simplified it for you. You don’t have to reinvent the wheel. Follow these simple steps to customize the template to fit your design projects.
Step 1: Fill in the Key Information
Start by filling in the highlighted blank spaces in the template. Once done, remove the highlight color to make the document clean (in the toolbar, select “None”).
Here’s what you’ll need to enter:
- Both parties’ names and contact details
- Design services and deliverables with clear descriptions
- Project start date and deadlines
- Payment terms (rate, frequency, etc.)
- Signature fields for both parties
- Non-Compete clause details (if applicable)
- Non-Solicitation period
- Force Majeure clause details
Step 2: Add Specifics with Exhibits
Exhibits allow you to go into the finer details of the contract. Use these sections to get really specific about deliverables, payment, and any extra costs.
Step 3: Sign and Secure It
Once you’ve filled in everything, it’s time to sign the agreement. You can use an easy platform like OneSuite to collect digital signatures.
It’s fast, simple and secure. It’s also a great way to get the contract signed by both parties without the hassle of printing or mailing.
And here’s the best part: You can try OneSuite for free for 14 days. So, you’ve got nothing to lose! For a step-by-step guide, check out this video on how to sign and send your agreement online:
What are the Risks of not having an Independent Contractor Agreement
Having an agreement isn’t just a formality; it’s a way to protect your interests, maintain clarity, and avoid unnecessary risks.
Neither the contractor nor the hiring entity is safe without a clear and signed Independent Contractor Agreement agreement.
Let’s break down the risks for each:
For Independent Contractors
- Unclear Payment Terms: Without a written agreement, there’s no guarantee of timely payments, or worse, no payment at all.
- Unspecified Work Scope: Ambiguities in the project scope can lead to additional unpaid work or disagreements over deliverables.
- Intellectual Property Confusion: Without an agreement, ownership of your designs and intellectual property can become unclear. This could allow clients to claim rights to your work.
- Legal Issues: Without a formal contract, you have no legal recourse in case of disputes. This puts your business at risk.
For the Hiring Company
- Scope Creep: Without a contract, the freelancer may continue adding extra work without adjusting the payment terms. This can lead to scope creep and delayed deadlines.
- Non-Delivery or Poor Quality Work: If there’s no written understanding, there’s no guarantee that the freelancer will deliver work on time or up to the agreed standard.
- Misclassification of Contractor Status: If you treat the freelancer like an employee, you risk legal issues and tax penalties for misclassification.
- Lack of Confidentiality Protection: Without confidentiality clauses, sensitive business information shared with the freelancer could be exposed or misused.
Key Components of an Independent Contractor Agreement that We Used
When creating an Independent Contractor Agreement for design projects, it’s essential to incorporate specific details that protect both the contractor and the client. And, I’ve made sure that this template works pin-perfect.
Here’s a brief description of the key components from the template we used:
1. Consulting Relationship
This section tells everyone that the Independent Contractor is doing their thing on their own, not as an employee.
This part is vital because it clears up any confusion about whether the contractor is entitled to employee benefits (reality check: they’re not!).
It also gives the Independent Contractor the freedom to decide how, when, and where they get the work done. Basically, it’s about keeping things professional and straightforward right from the start.
2. Fees
The Fees section is where the Independent Contractor and the Client agree on how the payments will flow. Whether it’s hourly, per project, or tied to specific milestones, this part makes sure there’s no confusion when it comes to paydays.
This section must also include any conditions like
- deposit requirements,
- payment frequency, and
- penalties for late payments.
3. Expenses
Who pays for what? That’s section 3.
It’s important to specify whether the contractor can claim expenses like travel, software, or other necessary costs.
If they can, these expenses should be pre-approved by the company and documented. If this isn’t addressed, it could lead to confusion about who is responsible for costs incurred during the project.
4. Confidential Information
**This is one of the most legally significant clauses, as a breach could lead to serious legal repercussions.**
The confidentiality clause is essential to protect the client’s proprietary information. This is stated in section 4 in the template.
This clause should define what is considered confidential (e.g., client data, business strategies) and ensure that the contractor keeps this information private both during and after the agreement.
📌 For extra confidentiality, consider attaching a Mutual NDA template alongside your main agreement.
5. Ownership of Inventions
When the contractor creates intellectual property, clause 5 specifies who owns those creations.
If the Independent Contractor comes up with a brilliant new design or idea, this section makes sure the Client gets to keep the rights to it. It’s all about protecting the Client’s intellectual property so there’s no drama later about who owns what.
The client needs to ensure that any work produced during the project becomes their property to prevent any disputes over ownership later on.
📌 Need more clarity on copyright, client ownership, and portfolio rights? Better Proposals offers a thorough guide tailored for freelancers in this article.
6. Indemnification
Indemnification means that the contractor agrees to protect the client from any legal costs or damages caused by their actions.
For instance, if the contractor’s work causes a third party to sue the company, the contractor is responsible for covering those legal expenses. This clause is especially important for minimizing the client’s legal risks.
7. Limitation of Liability
What if something goes wrong? Clause 10 sets a cap on how much the Client would have to pay if something bad happens.
It ensures that if the Independent Contractor makes a mistake, the Client’s financial exposure is limited. This helps prevent the client from being exposed to significant financial risks.
8. Independent Contractor Status
A gentle reminder!
Section 12 clarifies that the contractor is not an employee. This is a crucial distinction because employees have benefits like insurance and retirement plans, while contractors are responsible for their own taxes.
🚩Alert: Misclassifying a contractor as an employee could result in legal issues, so it’s really important that this clause is correctly written.
9. Non-Solicitation
This clause prevents the contractor from poaching clients, employees, or other contractors after the agreement ends.
For instance, if the contractor works closely with the client’s team, they may not try to hire them away. This clause typically includes time and geographic limitations to make sure it’s enforceable and fair.
10. Force Majeure
This french term covers unexpected events like natural disasters, pandemics, or government actions that could stop either party from fulfilling their duties.
It excuses both parties from liability if something outside of their control prevents them from performing. This helps avoid disputes over circumstances beyond anyone’s control.
Legal Considerations and Tax Implications for Independent Contractors
As a freelance designer, understanding the legal and tax implications of your work is crucial for running a successful business. By staying informed and taking the necessary steps to protect yourself, you can avoid legal troubles and keep your finances in order.
Here’s a breakdown of what you need to know:
Understanding Your Tax Responsibilities
As an independent contractor, you’re considered self-employed, meaning you’re responsible for your own taxes. Unlike regular employees who have taxes withheld from their paychecks, freelancers need to manage their own tax payments, including:
- Income Tax: Report all income from clients on your tax return. Keep track of payments received.
- Self-Employment Tax: Pay Social Security and Medicare taxes on your net income.
- Quarterly Payments: Make estimated tax payments quarterly (April, June, September, January).
- Deductions: Claim business expenses like software, office supplies, and home office costs. Keep detailed records for accuracy.
The Legal Status of Independent Contractors
As you already know, independent contractors are not employees. This distinction has several legal implications:
- Control Over Work: You decide when, how, and where to work.
- Tax Classification: You’re responsible for paying your own taxes, including self-employment tax.
- No Benefits: No health insurance, paid time off, or retirement benefits. These are your responsibilities.
- Contractual Obligations: A clear contract with clients sets expectations for payment, deadlines, and ownership of work.
Do’s and Don’ts for Independent Contractors
Being an independent contractor comes with plenty of freedom, but also some responsibilities. To make sure you’re setting yourself up for smooth projects and good relationships with clients, here’s a quick guide on what to do and what to avoid in your Independent Contractor Agreement.
Keep these in mind to protect yourself and keep things professional.
Bonus Tips to Use Your Independent Contractor Template Effectively
Here are some quick tips to help you use your Independent Contractor Agreement effectively. These simple pointers will make sure everything’s crystal clear and set you up for smooth sailing ahead!
📌 For a practical checklist to cross-check your final contract, Rocket Lawyer offers this helpful Independent Contractor Agreement checklist.
What to Keep in Mind When Using Digital Signing Tools
Using digital signing tools for your Independent Contractor Agreement ensures security and legality. With OneSuite, you can track changes, verify signers, and keep the agreement valid.
Here’s what to remember when using any such tools:
- Ensure the tool provides a complete audit trail of actions and changes.
- Verify the signature certificate confirms correct and legal signing.
- Make sure documents are encrypted to protect sensitive data.
- Confirm the digital signature is legally enforceable in your jurisdiction.
How to Define Clear Scope of Work for Your Projects
Defining the scope ensures that both parties know exactly what’s expected. It prevents misunderstandings and sets clear deliverables and deadlines.
- Specify deliverables
- Outline deadlines
- Define project stages
How to Handle Amendments and Changes in Your Agreement
Contracts may need adjustments. This section emphasizes the need for clear processes to modify the agreement as projects evolve.
- Document amendments
- Get written approval
- Set change process
How to Address Delays or Missed Deadlines in Your Agreement
This section focuses on how to deal with delays or missed deadlines in a professional way. It ensures both parties are on the same page when things don’t go as planned.
- Set deadlines upfront
- Define penalties for delays
- Agree on grace periods
Final Thoughts
An Independent Contractor Agreement helps ensure clarity and keeps everything organized from the start. It sets clear expectations, guarantees timely payments, and prevents misunderstandings about your work.
Yes, you’re the king of your own world. But, watch out. Without the right agreements, the consequences can be harsh and stressful!
The template we shared is easy to customize for your projects. We’ve made sure every legal aspect is covered, just to make your life a bit easier.
Once you’ve customized it, OneSuite makes signing and sending your agreement quick, simple, and secure. Plus, you can get a 14-day free trial with no cost. So, why not give it a try?
Download your free template today and sign contracts with confidence. You’ve got this!
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