Free Independent Contractor Agreement Template
A complete independent contractor agreement covering the work, price and deposit, changes, ownership, and ending the job early. Edit it in Word, Google Docs, or Pages, then send it to your client for e‑signature, free.
- Free to download and edit
- Free to send for signature
- Legally binding signatures
What’s inside
- Sections
- 13
- Signed by
- Client and Contractor
- Format
- Word (.docx)
- 1Services
- 2Term
- 3Payment
- 4Expenses and Materials
- 5Client Responsibilities
- 6Independent Contractor
- 7Ownership of Work
- 8Confidentiality
- 9Quality of Work
- 10Termination
- 11Indemnification
- 12Limitation of Liability
- 13General Terms
What is an independent contractor agreement?
An independent contractor agreement is the contract an independent contractor sends a client before starting a job. It is sometimes called a contractor agreement, a freelance contract, or a contract for services. It fits almost any kind of independent work: design, development, writing, photography, repairs, installation, or any project where you are hired to do a defined piece of work for someone else.
It records the work you will do, what the client pays and when, who owns the finished work, and how either of you can end the job early. It also states that you run your own business and are not the client’s employee, which protects both of you.
Why you need one
Most problems on a job come from something that was never written down. A signed agreement settles them before you start.
- Getting paid. The client agrees to your price, your deposit, and when each invoice is due, and you can pause work if a payment is late.
- Scope creep. When the work is written down, extra requests become paid changes instead of free favors.
- Delays that aren’t yours. If the client is slow to give you access, files, or approvals, your deadlines move with them.
- Ownership. The client owns the finished work only once they have paid for it, and you keep your own tools and methods.
- Ending the job. If the client cancels halfway, you are paid for the work done and the materials already bought.
- A record if something goes wrong. If the client later disputes what was agreed, the signed agreement is the answer.
It also makes you look established. Clients trust a contractor who sends a clear contract before the first invoice.
What to include in an independent contractor agreement
Every job is different, but these are the elements that matter most, and where each one lives in this agreement.
1. The work
Describe exactly what you will do: the deliverables, where the work happens, and any deadlines. “Design and build a five-page website, with two rounds of revisions, delivered by May 15” is a scope. “Website help” is not. Section 1 holds this description, and anything outside it is a change the client approves in writing.
2. Price, deposit, and invoicing
Set your price and how it is structured: a fixed price, an hourly or daily rate, or payment by milestone. Ask for a deposit before you start, then say when you invoice the rest and how quickly the client must pay. Section 3 covers payment, including your right to pause work while an invoice is overdue.
3. Expenses and materials
If you buy materials or travel for the job, agree whether they are in your price or billed on top. Under this agreement, anything not in your price is billed at cost with receipts, once the client approves it. Section 4 covers expenses and materials.
4. What the client must provide
You can only finish on time if the client gives you what you need: information, access, files, and approvals. This agreement moves your deadlines when the client is late, and makes the client responsible for having the right to anything they give you. Section 5 covers it.
5. Independent contractor status
State that you are an independent business: you decide how and when you work, use your own tools, handle your own taxes and insurance, can take other clients, and can bring in your own help. Section 6 covers this.
6. Ownership of the work
The client owns the finished work once they have paid in full, which gives you leverage if an invoice is outstanding. You keep your tools, methods, and know-how, and you can show the work in your portfolio unless the client objects. Section 7 covers ownership.
7. Quality and fixes
Promise careful, professional work, and give the client a short window to report anything that doesn’t match the agreed scope, which you fix at no charge. That reassures the client without promising results you can’t control. Section 9 covers it.
8. Ending the agreement
Include a notice period, a faster route if one side breaks the agreement and does not fix it, and what the client pays if the job ends early: the work done so far and any materials you can’t return. Section 10 covers termination, and Sections 11 and 12 cover who is responsible if a third party makes a claim and cap each side’s liability.
Best practices for independent contractors
- Send it before you start. Never begin a job on a verbal yes.
- Take a deposit. It covers your costs and filters out clients who aren’t committed.
- Be specific about the work. Quantities, deadlines, and revision rounds prevent more disputes than any legal clause.
- Put every change in writing. When the client asks for more, confirm the new price before you do the extra work.
- Keep the signed copy. Store the signed agreement with the record of who signed and when.
How to fill in this agreement
- Name both parties and the start date. Use your client’s full legal name, such as their registered company name, or their full name for a homeowner or individual. Use your business name as the Contractor.
- Describe the work. Write the deliverables, the location, and any deadlines in Section 1.
- Set your price and deposit. Describe the price structure, the deposit, when you invoice, and the payment period.
- Choose the fix window and confidentiality period. Fourteen to thirty days to report problems and two to three years of confidentiality are common starting points.
- Set the notice periods and governing law. Seven to thirty days’ notice suits most jobs.
Any blank you would rather your client complete, such as their address or the signing date, can stay empty. When you send the agreement in Inkly, you place a field over that line and your client fills it in when they sign.
Independent contractor agreement vs. consulting agreement
Both are sent by the person doing the work to their client. An independent contractor agreement suits hands-on work with a clear result: something you build, make, fix, or deliver. A consulting agreement suits advice: the client pays for your expertise and makes their own decisions about what to do with it.
If you do marketing work, the marketing agreement adds what that work needs, such as ad spend and approval of campaigns before they go live.
How to get it signed
Once it is filled in, save the agreement as a PDF, sign up for Inkly, and upload it from your dashboard. Add your client as a signer, place their signature and date fields, add your own, and send. Your client signs from a link in their email without creating an account, and you get the signed PDF back with an audit trail of who signed and when.
If you send the same agreement to every new client, save it for reuse on Pro and Teams, so the next client only needs a name and an email address, and automatic reminders follow up until they sign.
The full independent contractor agreement
Every blank line is left empty for you to fill in, or to cover with a field when you send it in Inkly.
Independent Contractor Agreement
This Independent Contractor Agreement (the “Agreement”) is made on Blank: Effective date (the “Effective Date”) between Blank: Client’s legal name, with its address at Blank: Client’s address (the “Client”), and Blank: Contractor’s legal name, with its principal address at Blank: Contractor’s address (the “Contractor”). The Client and the Contractor are each a “Party” and together the “Parties”.
The Client wants to hire the Contractor, an independent business, to perform the work described below, and the Contractor wants to perform it. The Parties therefore agree as follows.
1. Services
The Contractor will perform the following work (the “Services”):
Any work outside this description is a change. A change needs the Client’s written approval, and it may adjust the price and the timeline.
2. Term
This Agreement starts on the Effective Date and continues until Blank: End date, or “completion of the Services”, unless it ends earlier under Section 10 (Termination).
3. Payment
The Client will pay the Contractor for the Services as follows:
The Client will pay a deposit of Blank: Deposit amount, or “none” before work starts. The Contractor will invoice the rest Blank: Invoice timing, such as on completion, and the Client will pay each invoice within Blank: Number days of receiving it. If an invoice is overdue, the Contractor may pause the Services after giving written notice until it is paid.
The price does not include sales or similar taxes, which the Client will pay where they apply.
4. Expenses and Materials
Unless the price in Section 3 (Payment) includes them, the Client will reimburse materials, travel, and other costs the Contractor incurs for the Services if the Client approves them in writing in advance. The Contractor will invoice them at cost, with receipts.
5. Client Responsibilities
The Client will give the Contractor the information, access, materials, and approvals the Contractor reasonably needs, when they are needed. Any deadline that depends on the Client moves by the length of the delay.
The Client confirms that it has the right to use anything it gives the Contractor for the Services, such as designs, files, or access to a property.
6. Independent Contractor
The Contractor is an independent business, not an employee, partner, or agent of the Client. The Contractor decides how, when, and where to do the work, provides its own tools and equipment, and is responsible for its own taxes, insurance, and staff. The Contractor may work for other clients during the term.
The Contractor may use its own employees or subcontractors to perform the Services, and remains responsible for their work.
7. Ownership of Work
Once the Client has paid in full, the Contractor transfers to the Client all rights in the finished work created specifically for the Client under this Agreement (the “Work Product”).
The Contractor keeps ownership of the tools, materials, methods, and know-how it had before this Agreement or develops independently of it. Where any of them are part of the Work Product, the Contractor grants the Client a non-exclusive, perpetual license to use them as part of that Work Product. Unless the Client objects in writing, the Contractor may show the finished work in its portfolio.
8. Confidentiality
Each Party will keep confidential the non-public information the other Party shares under this Agreement, including business plans, finances, customer information, and pricing, and will use it only to perform this Agreement. This does not apply to information that becomes public through no fault of the receiving Party, that the receiving Party already lawfully knew, or that the law requires it to disclose. This duty continues for Blank: Number years after this Agreement ends.
9. Quality of Work
The Contractor will perform the Services professionally, with reasonable care, and in line with the law. If the Client tells the Contractor in writing within Blank: Number days of delivery that the work does not match Section 1 (Services), the Contractor will fix it at no extra charge. The Contractor does not guarantee any particular business result from the work unless this Agreement states one in writing.
10. Termination
Either Party may end this Agreement for any reason by giving the other Blank: Number days’ written notice. Either Party may end it immediately by written notice if the other Party materially breaches it and does not fix the breach within Blank: Number days of written notice describing it.
When this Agreement ends, the Client will pay for Services performed and approved costs incurred up to the end date, including materials the Contractor has already bought and cannot return. The Contractor will deliver the work the Client has paid for. Sections 7 (Ownership of Work), 8 (Confidentiality), 11 (Indemnification), 12 (Limitation of Liability), and 13 (General Terms) continue after this Agreement ends.
11. Indemnification
Each Party will defend the other against, and pay any resulting losses from, third-party claims caused by its own negligence or its breach of this Agreement. The Client’s duty includes claims arising from materials or instructions the Client provided. A Party seeking this protection will tell the other about the claim promptly and cooperate reasonably in its defense.
12. Limitation of Liability
Neither Party is liable to the other for indirect or consequential losses, such as lost profits, arising from this Agreement. Except for a breach of Section 8 (Confidentiality), obligations under Section 11 (Indemnification), or unpaid amounts, each Party’s total liability under this Agreement is limited to the amounts paid or payable under it.
13. General Terms
- Entire agreement. This Agreement is the whole agreement between the Parties about the Services and replaces any earlier quotes, proposals, or understandings about them.
- Changes. Any change to this Agreement must be in writing and signed by both Parties.
- Notices. Notices must be in writing and sent to the addresses above or by email to the Client at Blank: Client email and to the Contractor at Blank: Contractor email.
- Assignment. Neither Party may transfer this Agreement without the other’s written consent, except to a buyer of its whole business.
- Governing law. This Agreement is governed by the laws of Blank: State or country.
- Severability. If any part of this Agreement is found unenforceable, the rest remains in effect.
- Signatures. This Agreement may be signed electronically and in counterparts, each of which is an original.
The Parties have signed this Agreement on the dates below.
Client
Signature
Name
Title
Date
Contractor
Signature
Name
Title
Date
Get the independent contractor agreement
Free, ready to edit in Word, Google Docs, or Pages.
Get the independent contractor agreementCreate your free account and it’s waiting on your dashboard.
Sending this to every client? Pro saves it for reuse with automatic reminders.
On this page
- What is an independent contractor agreement?
- Why you need one
- What to include in an independent contractor agreement
- Best practices for independent contractors
- How to fill in this agreement
- Independent contractor agreement vs. consulting agreement
- How to get it signed
- The full independent contractor agreement
Unlimited e‑signatures. Free.
Upload your finished contract, place the signature fields, and email it to your client. Most e‑signature tools cap free sending or charge by the month. Inkly doesn’t.
- No document limit and no credit card on the Free plan
- Signers sign from any device, without an account
- Every signed PDF comes with a Certificate of Completion

Independent Contractor Agreement
DraftINDEPENDENT CONTRACTOR AGREEMENT
13. General Terms
Client
Contractor
More contracts
See all contractsMarketing agreement
For any marketing engagement, from agency retainers to freelance campaigns: scope, fees, ad spend, and ownership.
Consulting agreement
For consultants and advisors starting an engagement: scope, fees, expenses, ownership, and confidentiality.
Engagement letter
For accountants, bookkeepers, and other firms taking on a client: services, client responsibilities, fees, and records.
Independent contractor agreement questions
What people ask before they send a independent contractor agreement.