INDEPENDENT CONTRACTOR AGREEMENT (US)

PREAMBLE

This Independent Contractor Agreement ("Agreement") dated [Date] between [Company, Inc.] and [Contractor Name] establishes INDEPENDENT CONTRACTOR relationship for [Project Description]. Legal Framework: IRC §3401 (Wage Withholding), IRC §6041 (1099-NEC Reporting), FLSA §201 (Fair Labor Standards), 17 USC §201 (Copyright Ownership), 35 USC §101 (Patent Eligibility), FTC Act §5 (Misclassification Liability).

1.1 Parties: Per IRC §3401(c):
• Company: [Name, Inc., State]
• Contractor: [Full Name, Address]
1.2 INDEPENDENT CONTRACTOR CLASSIFICATION (BINDING - IRS ABC TEST): Per IRC §3401(c) (ABC Test):
This is NOT an employment relationship. Contractor is INDEPENDENT per IRS/DOL guidelines:
✓ (A) CONTROL: Contractor has FULL control over HOW work performed (not WHAT)
✓ (B) INVESTMENT: Contractor provides own tools, equipment, software
✓ (C) PROFIT/LOSS: Contractor may profit or lose on engagement
• No employee benefits: health insurance, 401k, PTO, workers comp per IRC §3401
• No taxes withheld by Company per §3401(c)
• Contractor may work for competitors (no exclusivity)
• Either party may terminate at-will per FLSA §201

2.1 Project Description: Per UCC §2-201 (Statute of Frauds):
• Project: [Software development / Design / Consulting / Other]
• Specific Deliverables: [List: e.g., code repository, design files, documentation]
• Timeline: Start [Date] through [End Date]
• Milestones: [M1: Date / Deliverable | M2: Date / Deliverable]
2.2 Acceptance & Approval: Company shall inspect deliverables and approve/reject within [5 business days] per UCC §2-606 (Acceptance)

3.1 Rate & Total Compensation (FIXED OR HOURLY): Per IRC §162 (Business Deduction):
☐ Hourly Rate: USD [X]/hour
☐ Fixed Project Fee: USD [X] total
☐ Milestone-Based: [M1: $X / M2: $Y / M3: $Z]
3.2 Invoicing & Payment (CONTRACTOR ISSUES 1099 INVOICE): Per IRC §6041 (Reporting):
• Contractor invoices Company (Contractor issues invoice, NOT Company)
• Payment Method: [Bank transfer / ACH / Check]
• Payment Terms: [Net 30] days from invoice date per FCRA §1692 (Collection)
• Late Payment Interest: [1.5% monthly] on overdue amounts
3.3 Tax Compliance (CONTRACTOR RESPONSIBLE - CRITICAL): Per IRC §1401 (Self-Employment Tax):
• Contractor is SOLELY responsible for: Federal income tax, self-employment tax (FICA 15.3%), state taxes per §1401
• Contractor provides completed W-9 (IRS Form W-9) per IRC §3406 (Backup Withholding)
• Company issues Form 1099-NEC if payments exceed USD [600] per calendar year per §6041(a)
• Contractor may be subject to backup withholding per §3406

4.1 Work-for-Hire (COMPANY OWNS ALL OUTPUT): Per 17 USC §201 (Ownership) & §101 (Work Made for Hire):
All work products created during engagement (source code, designs, documentation, artwork, video, text, algorithms) are OWNED BY COMPANY per 17 USC §101
• Contractor ASSIGNS all copyrights, patent rights, trade secrets to Company
• Contractor WAIVES moral rights per 17 USC §106a(a)
• No additional compensation for derivative works or future use
• Contractor will execute documents to perfect Company's ownership
4.2 ALTERNATIVE: Contractor Retains Rights (IF AGREED): Per 17 USC §101:
☐ Contractor retains copyrights to pre-existing code/components
☐ Contractor grants Company exclusive license for THIS PROJECT ONLY per §201(d)(2)
☐ Company may NOT sublicense, resell, or disclose source code to third parties
☐ Contractor retains right to use general techniques/methodologies in future projects (NOT trade secrets)

5.1 Confidentiality Obligation (ENFORCEABLE): Per UTSA 18 USC §1836 (Trade Secret Protection):
Contractor agrees to maintain STRICT CONFIDENTIALITY of:
• Company trade secrets, proprietary information, business plans
• Customer lists, pricing, financial data
• Technical information, algorithms, source code
• Project details (no public disclosure, social media, blog)
• Duration: [3 / 5 years] after engagement ends per UTSA §1839(3)
5.2 Portfolio/Reference Exception:
Contractor may reference project in portfolio (WITHOUT client identity, logo, technical details)
5.3 Breach Consequences (LEGAL LIABILITY): Per UTSA §1836(b)(3):
• Injunctive relief (court order to stop disclosure)
• Monetary damages per §1836(b)(3)(A)
• Attorney fees per §1836(b)(3)(D)

6.1 Professional Liability Insurance (RECOMMENDED): Per FCRA §1681 (Accuracy Standards):
Contractor should maintain professional liability insurance: USD [1 million+] coverage
6.2 Contractor Liability (CONTRACTOR ASSUMES RISK): Per 42 USC §1983 (Civil Liability):
Contractor is liable for:
• Own negligence, gross negligence, willful misconduct
• IP infringement (copyright, patent, trademark violations)
• Breach of confidentiality
• Violation of applicable laws
6.3 Indemnification (CONTRACTOR PROTECTS COMPANY): Per 42 USC §1983:
Contractor indemnifies Company from all claims, damages, costs arising from:
• Contractor's work/deliverables
• Contractor's IP infringement
• Contractor's violation of law or third-party rights
6.4 Limitation of Liability: Per UCC §2-719(3) (Exclusion of Consequential Damages):
• Max liability = 12 months of fees paid (where legally permitted)
• EXCEPTIONS (UNLIMITED): Personal injury, IP infringement, gross negligence

Contractor Represents & Warrants: Per 42 USC §1983:
✓ Authority to enter this Agreement
✓ No conflicts with prior employment agreements, non-competes, or contractual obligations per 42 USC §1981
✓ All work deliverables original, non-infringing, not stolen
✓ Rights to assign all IP to Company
✓ Compliance with all applicable laws (employment, tax, IP)

8.1 Termination (AT-WILL): Per FLSA §201 (At-Will):
• Either party may terminate at any time, for any reason, with [X days] notice
• NO cause required (at-will employment NOT applicable per IRC §3401)
8.2 Upon Termination (FINAL OBLIGATIONS):
• Contractor delivers all work, documents, code repositories
• Contractor provides final invoice for work completed
• Contractor ceases use of Company materials/IP
• Contractor returns all Company property

Applicable Law: [State, USA] Law per UCC (Uniform Commercial Code) | Venue: [County/State] Courts