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National independent-contractor form
See page 1 of the actual agreement before you buy. A 22-section engagement contract written to protect the company: engagement inventions assigned to the company, broad confidentiality, a post-engagement non-solicit, contractor status with no benefits or withholding, and AAA arbitration. The company may end it on 10 working days’ notice; the contractor has no reciprocal exit. Compensation is set in Schedule A — hourly with a not-to-exceed cap, or a fixed sum. Word for editing; PDF for printing.
This download includes the agreement in both Word and PDF. Use the Word version to complete Schedule A — duties, term, and the hourly-cap or fixed-sum compensation election; the PDF is formatted for printing and reference.
See page 1 of the actual agreement below. Your complete editable download (Word and PDF) — all 22 sections plus the Schedule A duties, term, and compensation page — is delivered after checkout.
Legal currency, verified
A 22-section engagement contract with a Schedule A exhibit for duties, term, and compensation — hourly with a not-to-exceed cap (net-30 on invoices) or a fixed sum on terms you write. Page 1 of the actual agreement is previewed above before purchase.
This agreement is written to protect the company: engagement inventions are assigned to the company (pre-existing inventions are licensed to it perpetually), confidentiality is broad and perpetual — the contractor may not even disclose being retained or the terms — a 6-month non-hire / non-solicit applies after the engagement, and disputes go to AAA arbitration. Note two asymmetries before you buy: the company may terminate on 10 working days’ notice at any time (or immediately for cause), but the contractor has no reciprocal early-termination right; and the non-solicit reaches people who left the company within the prior year. A contract label does not create contractor status — the IRS and state agencies test the actual working relationship, and some states apply a strict “ABC” test; use this form for genuinely independent engagements. If both sides will be sharing confidential information rather than just the company, the Mutual Non-Disclosure Agreement is the two-way instrument.
Engagement; duties, term, and compensation by the attached Schedule A; expenses; written reports; inventions — engagement inventions assigned to the company, pre-existing inventions licensed; confidentiality — broad and perpetual, covering even the fact of the engagement; conflicts of interest and a 6-month non-hire / non-solicit; injunctive relief; merger; termination on 10 working days’ notice, or immediately for cause; independent-contractor status — no withholding, no benefits; contractor insurance; successors and assigns; choice of law; AAA arbitration; headings; waiver; no assignment without consent; notices; written amendments only; entire agreement; and severability.
The independent contractor agreement in editable Word and print-ready PDF, including the Schedule A duties, term, and compensation elections. The Word version is a legacy .doc file — it opens and edits normally in current Microsoft Word.
This form is not legal advice. It is a national instrument; consult a licensed attorney in your state for advice about your situation. Worker-classification, non-solicit enforceability, and arbitration rules vary by state.
ILRG is committed to top-quality legal forms. If you are not 100 percent satisfied after purchase, contact us for a full refund.
The company engaging the contractor. Engagement inventions are assigned to the company, confidentiality is broad and perpetual — the contractor may not even disclose being retained or the terms — a 6-month non-hire and non-solicit applies after the engagement, breach supports injunctive relief, and disputes go to AAA arbitration. A contractor asked to sign should read it with that orientation in mind.
Schedule A offers two elections: an hourly rate with a not-to-exceed cap, invoiced and paid net-30, or a fixed sum with custom payment terms you write in. The duties and the term of the engagement are defined in the same schedule. One drafting quirk to know: §2 calls the attachment “Exhibit A” while the attached schedule is titled “Schedule A” — same document; conform one label when you edit.
The company. Engagement inventions — those conceived during the engagement that relate to the assigned duties — are assigned to the company; this is not a blanket work-product or copyright grant. The contractor’s pre-existing inventions stay the contractor’s but are licensed to the company perpetually and non-exclusively — a license the company may assign to a wholly owned subsidiary.
The company can — on 10 working days’ written notice at any time, or immediately for cause (conviction of a crime or offense, failure to follow the company’s written policies or reasonable directives, serious misconduct, or material breach). Note the asymmetry before you buy: this form gives the contractor no reciprocal early-termination right, so a contractor who needs an exit should negotiate one into the agreement.
No — no contract can do that by itself. The agreement recites contractor status, no tax withholding, and no employee benefits, but the IRS and state agencies test the actual relationship (behavioral and financial control), and states like California apply a strict ABC test. If the real working arrangement looks like employment, the label will not hold.
For 6 months after termination the contractor may not hire or solicit the company’s employees, consultants, or contractors — including people who left the company within the prior year. Enforceability of non-solicits varies by state.