Freelance Contract Template USA

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

Document ID: TR-88294-A
Effective Date: [____/____/2026]

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INSTRUCTIONS FOR USE

• Completion: The "Client" (hiring entity) or their legal representative shall complete the bracketed fields. Both parties must initial each page and sign the final execution block.
• Filing/Retention: Retain the fully executed agreement and all subsequent Statements of Work (SOW) for a minimum of seven (7) years following the termination of the business relationship for tax and audit compliance.
• Attachments: Mandatory attachments include: Exhibit A (Detailed Scope of Work), Exhibit B (Fee Schedule), and a current W-9 form provided by the Contractor.

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1. PARTIES

This Agreement is entered into by:
Client: [__________] ("Client"), located at [__________].
Contractor: [__________] ("Contractor"), located at [__________].

2. SERVICES & PERFORMANCE

Contractor agrees to provide the services described in the attached Exhibit A ("Services"). Contractor shall perform these services as an independent contractor, not as an employee, agent, or partner of the Client.

3. COMPENSATION & TERMS

Client shall compensate Contractor according to the schedule set forth in Exhibit B.

• Payment Terms: Net [____] days from receipt of invoice.
• Reimbursement: Pre-approved expenses only.
• Tax Status: Contractor is solely responsible for all federal, state, and local taxes.

4. TERM & TERMINATION

• Term: This Agreement commences on [____/____/2026] and ends on [____/____/2026], unless terminated earlier.
• Termination for Cause: Either party may terminate immediately upon material breach.
• Termination for Convenience: Either party may terminate with [____] days' written notice.

5. INTELLECTUAL PROPERTY (WORK MADE FOR HIRE)

All deliverables created under this Agreement shall be considered "work made for hire" and shall remain the exclusive property of the Client upon full payment. Contractor hereby assigns all rights, titles, and interests to Client.

6. CONFIDENTIALITY

Contractor agrees to hold all non-public information obtained during the term of this Agreement in strict confidence and shall not disclose such information to any third party without prior written consent.

7. INDEMNIFICATION & LIABILITY

Contractor agrees to indemnify and hold harmless the Client from any claims, damages, or expenses arising out of the Contractor's gross negligence or willful misconduct in the performance of Services.

8. GOVERNING LAW

This Agreement shall be governed by the laws of the State of [__________]. Any disputes shall be resolved in the courts located in [__________] County.

9. INDEPENDENT CONTRACTOR STATUS

• Contractor maintains their own insurance.
• Contractor uses their own equipment/tools.
• Contractor has the right to provide services to other clients.

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EXECUTION & SIGNATURE BLOCK

CLIENT:
Signature: __________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

CONTRACTOR:
Signature: __________________________
Printed Name: [__________]
Title: [__________]
Date: [____/____/2026]

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Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.