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Independent contractor agreement template

An independent contractor agreement sets out the work, the pay, who owns what's made, confidentiality and how either side ends it, for someone who works as their own business. This one is written for hiring a remote contractor in another country. Copy it and fill in the [square brackets].

Updated

Independent contractor agreement

This agreement is between [Client legal name], of [Client address] ("the Client"), and [Contractor full name or business name], of [Contractor address, country] ("the Contractor").

It starts on [start date].

1. Relationship

  1. 1.1The Contractor is an independent business, not an employee, partner or agent of the Client. Nothing in this agreement creates employment.
  2. 1.2The Contractor decides how, where and with what equipment to do the work, as long as it meets what Schedule A asks for, and may work for other clients, subject to clauses 8 and 11.
  3. 1.3The Contractor is responsible for their own taxes, social security contributions, insurance, licences and registrations in their own country. The Client will not withhold tax unless the law requires it.

2. Services

  1. 2.1The Contractor will provide the services and deliverables in Schedule A.
  2. 2.2Either party can propose changes to the services. A change applies once both agree in writing; email is enough.

3. Hours and availability

  1. 3.1The Contractor expects to work about [number] hours a [week or month]. Hours above that need the Client's written approval before they are billed.
  2. 3.2The Contractor will be reachable for [number] hours a day between [start time] and [end time] [time zone], on [days], for meetings and messages, and will reply within [number] working hours.
  3. 3.3The Contractor will tell the Client at least [number] days ahead about planned time off. Public holidays in the Contractor's country are [working days or days off].

4. Fees

  1. 4.1The Client will pay the Contractor [amount] [currency] per [hour or month or deliverable].
  2. 4.2The parties will review the fee on [date] and then every [number] months. A new fee applies once both agree in writing.

5. Invoicing, currency and payment

  1. 5.1The Contractor will invoice the Client [weekly or every two weeks or monthly], listing the hours worked or deliverables completed.
  2. 5.2Invoices are in [currency]. The Client will pay each correct invoice within [number] days by [payment method]. [The Client or Each party] pays its own transfer and currency conversion fees.
  3. 5.3Expenses are paid only if the Client approved them in writing first and the Contractor sends receipts.
  4. 5.4If the Client disputes part of an invoice, it will say so within [number] days and pay the undisputed part on time.

6. Equipment and access

  1. 6.1The Contractor provides their own computer, internet connection and workspace.
  2. 6.2The Client will give the Contractor access to the accounts and software the services need: [list]. The Client can change or remove that access at any time.

7. Intellectual property

  1. 7.1Once the Client has paid for it, the Contractor assigns to the Client all rights, including copyright, in the work the Contractor creates for the Client under this agreement. Where the law allows, the Contractor waives moral rights in that work.
  2. 7.2The Contractor keeps the rights in anything they owned or created before or outside this agreement, and in their general skills and know-how. If any of that is built into the work, the Contractor gives the Client a permanent, free licence to use it as part of the work.
  3. 7.3The Contractor will sign any document reasonably needed to confirm these rights, at the Client's cost.

8. Confidentiality

  1. 8.1The Contractor will keep the Client's confidential information secret and use it only to provide the services, during this agreement and after it ends. This includes customer details, prices, plans, passwords and anything marked or obviously confidential.
  2. 8.2This does not cover information that is public through no fault of the Contractor, or that the law or a court requires the Contractor to disclose, in which case the Contractor will tell the Client first if the law allows.

9. Data protection and security

  1. 9.1The Contractor will handle personal data only to provide the services and only on the Client's instructions, and will follow the Client's security rules: [link or list].
  2. 9.2The Contractor will use multi-factor authentication on every account used for the Client, keep passwords in a password manager, and not share logins.
  3. 9.3The Contractor will not copy the Client's data to personal devices, accounts or outside tools, including AI tools, without the Client's written permission.
  4. 9.4The Contractor will tell the Client within [number] hours after learning of any suspected loss, leak or misuse of the Client's data or accounts.
  5. 9.5If the law that applies to the Client requires specific data processing terms, for example under the GDPR or the UK GDPR, the parties will sign them as an addendum to this agreement.

10. Term and ending the agreement

  1. 10.1This agreement continues until either party ends it.
  2. 10.2Either party can end it by giving [number] days' written notice. Either party can end it straight away by written notice if the other seriously breaks this agreement and does not fix it within [number] days of being asked.
  3. 10.3When it ends, the Client pays for the work done up to the end date, and the Contractor hands over all work in progress, returns or deletes the Client's data and property, and gives back all access.

11. Non-solicitation

  1. 11.1During this agreement and for [number] months after it ends, the Contractor will not use the Client's confidential information to approach the Client's customers the Contractor worked with, to offer them the same services.
  2. 11.2Nothing in this agreement stops the Contractor working for anyone else, including in the same industry.

12. Liability

  1. 12.1Neither party is liable to the other for indirect losses, such as lost profits.
  2. 12.2Except for breaches of clauses 7, 8 and 9, each party's total liability under this agreement is limited to the fees paid or payable in the [number] months before the claim.

13. Governing law and disputes

  1. 13.1This agreement is governed by the laws of [country, and state or province if needed].
  2. 13.2If a dispute comes up, the parties will first try to settle it by talking in good faith for [number] days. If that fails, it will be decided by [the courts of place or arbitration under named rules].

14. General

  1. 14.1This agreement, with Schedule A, is the whole agreement between the parties about the services. It can be changed only in writing signed or agreed by email by both parties.
  2. 14.2If any part of it is found invalid, the rest still applies.
  3. 14.3Neither party may transfer this agreement to someone else without the other's written consent.
  4. 14.4Notices go by email to [Client email] and [Contractor email].
  5. 14.5This agreement can be signed electronically and in separate copies.

Schedule A: services

  1. ·Role: [for example, part-time virtual assistant].
  2. ·Services: [the tasks, for example inbox and calendar management, customer replies, bookkeeping in Xero].
  3. ·Deliverables and standards: [what done looks like, for example replies within four working hours, weekly report every Friday].
  4. ·Tools and accounts: [the software the Contractor will use].
  5. ·Reporting: [how and when the Contractor reports progress, and to whom].

Signed for the Client: [name], [title], [signature], [date]

Signed by the Contractor: [name], [signature], [date]

How to fill it in

  • Fill every [square bracket]. A blank notice period or currency is the usual cause of a dispute later.
  • Set the overlap hours you need for meetings, not a full timetable. Deciding every hour they work, and how, is what an employer does.
  • Agree who pays transfer fees, and in which currency, before the first invoice.
  • Keep the non-solicitation light. Courts in many places refuse to enforce broad restraints, and a contractor who can't work for anyone else looks like an employee.
  • Keep the signed copy with their invoices and your payment records.

Contractor or employee?

The contract's label isn't the test. Each country looks at how the work really happens. Short notes for the client's side, from each regulator's own pages.

Hiring from the United States

  • The IRS common-law test looks at behavioural control, financial control and the type of relationship. In its words, "the keys are to look at the entire relationship and consider the extent of the right to direct and control the worker".

    IRS: independent contractor or employee (opens in a new tab), checked Oct 2026

  • For a contractor who isn't a US person and works outside the US, collect Form W-8BEN before the first payment and keep it on file. It is given to the payer, not sent to the IRS.

    IRS: about Form W-8BEN (opens in a new tab), checked Oct 2026

Hiring from the United Kingdom

  • Employment status (employee, worker or self-employed) decides a person's rights and your responsibilities, and it depends on how the work is really done, not only on the contract's label.

    GOV.UK: employment status (opens in a new tab), checked Oct 2026

  • IR35, the off-payroll rules, covers contractors who work like employees through their own company. HMRC says a non-UK resident working outside the UK is unlikely to fall within the charge to UK tax or National Insurance, and then the rules don't apply.

    HMRC Employment Status Manual ESM10025 (opens in a new tab), checked Oct 2026

Hiring from Australia

The contractor's own country

Work done at home abroad can fall under that country's labour and tax rules too. Each guide covers hours, rates, holidays and how to pay.

Contractor agreement FAQ

Still unsure? Contact us. A person reads every message.

A written contract between a business and someone who works for it as their own business, not as an employee. It sets out the work, the pay and invoicing, who owns what is made, confidentiality, and how either side can end it.

Yes. The template on this page is free to copy, print and edit. It's written for hiring a remote contractor in another country, in plain English, with square brackets for the parts you fill in. It's a general template, not legal advice, so have it reviewed for your jurisdiction.

In most countries, yes: a contract doesn't have to be written by a lawyer to be valid. It does have to be clear, agreed by both sides and lawful where it applies, and some terms, such as broad non-competes or tax arrangements, are limited by law. For anything high-value, have a lawyer review it.

Not on its own. The IRS, the UK's employment status rules and Australia's Fair Work test all look at how the work is actually done: who controls it, who supplies the tools, whether the person can work for others. A contract that says contractor doesn't override a relationship that works like employment.

Usually the client's own country or state, written into the governing law clause, because that's the law the client knows. The contractor's own country can still apply its labour and tax rules to work done there, so check both.

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