Independent Contractor Agreement Checklist: Protect Yourself

Key Items to Review in an Independent Contractor Agreement

Whether you are hiring a contractor or working as one, this checklist covers the provisions that matter most.

Worker Classification

• Does the agreement explicitly state the relationship is independent contractor, not employee?
• Does the work arrangement actually reflect contractor status (control over schedule, methods, tools)?
• Is there language acknowledging the contractor is responsible for their own taxes and benefits?
• Does the agreement avoid employee-like restrictions (mandatory hours, on-site requirements, exclusive engagement)?

Scope and Deliverables

• Are the specific services or deliverables clearly described?
• Is the process for requesting changes or additional work defined?
• Are acceptance criteria specified for deliverables?
• Can the contractor subcontract, or is personal performance required?

Payment and Taxes

• Is the compensation structure clear (hourly, project-based, milestone)?
• Are payment terms and invoicing procedures specified?
• Does the agreement confirm the contractor handles their own income taxes and self-employment taxes?
• Is the contractor responsible for providing a W-9 (or equivalent)?
• Are expense reimbursement terms defined?

Intellectual Property

• Who owns the work product created during the engagement?
• Are the contractor's pre-existing tools, code, or materials carved out?
• Is there a work-for-hire clause, and is it appropriate for the type of work?
• Does the contractor retain a license to use their own pre-existing materials?

Confidentiality and Non-Disclosure

• Is confidential information defined with reasonable scope?
• How long do confidentiality obligations last after the engagement ends?
• Are standard exceptions included (public information, prior knowledge)?

Termination

• Can either party terminate with reasonable notice?
• What happens to unpaid invoices and work-in-progress upon termination?
• Which provisions survive termination?

Insurance and Liability

• Is the contractor required to carry their own insurance?
• Is liability capped at a reasonable amount?
• Are indemnification obligations balanced?

When to Consult a Lawyer

Misclassification of workers is a significant legal risk. If the agreement looks like an employee relationship disguised as contracting, consider consulting an attorney — the consequences include back taxes, penalties, and benefits liability.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.