freelance retainer agreement template

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed information, ensuring that legal entity names match official registration records exactly.
• Clearly define the "Scope of Services" in Exhibit A; vague descriptions are the primary cause of payment disputes.
• Once both parties have signed, provide a fully executed PDF copy to each party for their permanent records.

1. Parties and Effective Date

This Agreement is entered into as of [Date] (the "Effective Date") by and between:

Company: [Company Name], a [State of Incorporation] [Entity Type, e.g., LLC/Corporation], with its principal place of business at [Company Address] ("Company").

Contractor: [Full Legal Name], a [Individual / Sole Proprietorship / Entity Type], with a principal place of business/residence at [Contractor Address] ("Contractor").

2. Operative Clauses

1. Services. Contractor agrees to perform the services described in Exhibit A (the "Services"). Contractor shall perform the Services in a professional and workmanlike manner.

2. Compensation. Company shall pay Contractor [Amount] [ ] per hour / [ ] per project / [ ] other: [__________]. Payments shall be made within [Number] days of receipt of an undisputed invoice.

3. Independent Contractor Status. Contractor is an independent contractor, not an employee. Contractor is solely responsible for all federal, state, and local taxes, withholdings, and insurance premiums. Contractor is not eligible for any Company benefits.

4. Term and Termination. This Agreement begins on the Effective Date and continues until [Date] or until completion of the Services, unless terminated earlier. Either party may terminate this Agreement with [Number] days’ written notice.

5. Ownership of Work Product. All work product, inventions, and deliverables created by Contractor under this Agreement shall be "work made for hire" and the sole property of the Company. Contractor hereby assigns all right, title, and interest in such work to the Company.

6. Confidentiality. Contractor shall maintain all non-public information received from Company in strict confidence and shall not disclose such information to any third party without prior written consent.

7. Indemnification. Contractor agrees to indemnify and hold harmless the Company from any claims, losses, or damages arising out of Contractor’s gross negligence or willful misconduct in performing the Services.

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

9. Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. Any amendments must be in writing and signed by both parties.

3. Signature & Acknowledgment

Company Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [Date]

Contractor Signature: __________ Printed Name: [Name of Signatory] Title: [Title] Date: [Date]

Legal Disclaimer: This document is a general framework and does not constitute formal legal advice. Laws regarding independent contractors vary significantly by jurisdiction (e.g., ABC tests). Consult with qualified legal counsel to ensure compliance with local labor and tax laws.