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10 Things Your Independent Contractor Agreement Must Include

July 16, 2015 By Kelley Keller

10 Things Your Independent Contractor Agreement Must Include

Hiring independent contractors to complete specialized work or provide temporary help is becoming more common every day. It doesn’t matter if a company is small or large, local or international, or anything in between. Using freelancers is standard practice in business today.

In fact, there are over 53 million freelancers in the United States according to a 2014 study by Freelancers Union, and People Per Hour reports that the 10 tasks that are most commonly outsourced to freelancers in 2014 were:

  1. Design
  2. Web development
  3. Writing
  4. Business support
  5. Marketing and public relations
  6. Video, photo and audio services
  7. Software development
  8. Search marketing
  9. Translation services
  10. Social media support

Protect Your Business with Strong Independent Contractor Agreements

Each freelancer you hire to complete a project or task for you should sign an independent contractor agreement, and this includes your friends and family members!

Always have an experienced business attorney write your independent contractor agreements to ensure you’re fully protected, and make sure they include the following terms at a minimum:

1. Services

The contract must include a full description of the services that the independent contractor will provide to your business.

2. Payment Terms

Always include a specific description of the payment terms and when payment will be made. This description should address both fixed fees and hourly fees.

3. Equipment, Supplies, and Materials

Provide details about the specific equipment, supplies, and materials that the company will provide to the independent contractor and what the independent contractor will be required to supply. Make sure office space is included!

4. Out-of-Pocket Expenses

Include a description of if, when, and how any out-of-pocket expenses that the independent contractor incurs will be reimbursed.

5. Independent Contractor Relationship

Your contract should provide a statement which clearly explains that the independent contractor agreement creates an independent contractor relationship (not an employer-employee relationship), and the independent contractor will not receive any type of benefits that your employees receive.

6. State and Federal Income Taxes

Always include a statement that the independent contractor is responsible for paying all of his or her own state and federal income taxes.

7. Permits, Licenses, and Liability Insurance

Don’t forget to provide a statement that the independent contractor has the necessary permits, licenses, and liability insurance to actually do the work he or she is being contracted to perform.

8. Termination and Disputes

Describe the terms of the agreement, including how and when the agreement can be terminated by the independent contractor or by you as well as the terms of how disputes will be settled.

9. Intellectual Property

Be sure to include a clause that establishes ownership of intellectual property.

10. Indemnification

Every contract should have an indemnification clause that clearly states the independent contractor indemnifies you for any violation of an intellectual property infringement committed by the independent contractor.

It’s easy to skip independent contractor agreements when you trust the person you’re going to work with and just want to move forward with the project, but don’t do it! It just takes one thing to go wrong to put your entire business at risk, so protect yourself with solid independent contractor agreements!

About Kelley Keller

Kelley Keller, Esq. is an intellectual property (IP) attorney, speaker, and educator with two decades of experience in the IP field. She works with individuals and businesses in a wide variety of industries helping them transform their ideas, knowledge, and innovation into valuable business assets that drive profits. Kelley offers education to established businesses, startups, entrepreneurs, corporate executives, non-profits, government agencies, legal professionals, and students about starting and growing a business as well as about IP, social media law, and the importance of protecting valuable brand assets and creative work.

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What People are Saying about Kelley Keller

Lisa Frederiksen | Author, Speaker, Trainer, Consultant at BreakingTheCycles.com

Kelley works differently. After an initial phone conversation (I live in CA and she's in PA), she drafted a scope of work for both efforts and set a flat fee which included (and still includes) the back and forth conversations a client needs in order to get the best results. She is extremely knowledgeable and truly able to "hear" what I'm after and create meaningful legal documents and advice that have helped me immeasurably. I highly recommend Kelley Keller.
2016-04-23T10:27:42-04:00
Kelley works differently. After an initial phone conversation (I live in CA and she's in PA), she drafted a scope of work for both efforts and set a flat fee which included (and still includes) the back and forth conversations a client needs in order to get the best results. She is extremely knowledgeable and truly able to "hear" what I'm after and create meaningful legal documents and advice that have helped me immeasurably. I highly recommend Kelley Keller.
http://kelleykeller.com/testimonials/lisa-frederiksen/

Kelly Phillips Erb | Senior Editor at Forbes

Kelley was able to explain complicated legal issues in a manner that was easy to understand without being patronizing. She was also great at talking me down from ledges - it was easy to get worked up when opposing parties weren't being cooperative but Kelley advised me to trust in the process and she was right.

Kelley explained my costs and options, as well as the pros and cons of each. She also kept me informed about my matter, letting me know what I needed to do at the appropriate time. All in all, I felt very involved in the process without being overwhelmed. Kelley made a wildly stressful situation so much better. I would highly recommend her services.
2016-04-23T10:42:43-04:00
Kelley was able to explain complicated legal issues in a manner that was easy to understand without being patronizing. She was also great at talking me down from ledges - it was easy to get worked up when opposing parties weren't being cooperative but Kelley advised me to trust in the process and she was right. Kelley explained my costs and options, as well as the pros and cons of each. She also kept me informed about my matter, letting me know what I needed to do at the appropriate time. All in all, I felt very involved in the process without being overwhelmed. Kelley made a wildly stressful situation so much better. I would highly recommend her services.
http://kelleykeller.com/testimonials/kelly-phillips-erb-senior-editor-forbes/

Charlotte Avery | CEO at Being Charlotte Avery

Words cannot express how much I appreciate Kelley Keller. She has helped me and my business on so many levels. Whenever I have a question I always know that I can call her and she will give me the best advice/counsel. I know that my business is in good hands with Kelley.

Kelley, THANK YOU for EVERYTHING!!!
2016-04-23T10:46:03-04:00
Words cannot express how much I appreciate Kelley Keller. She has helped me and my business on so many levels. Whenever I have a question I always know that I can call her and she will give me the best advice/counsel. I know that my business is in good hands with Kelley. Kelley, THANK YOU for EVERYTHING!!!
http://kelleykeller.com/testimonials/charlotte-avery-ceo-charlotte-avery/

Ruth Koup | Founder of Suits to Careers, Inc., Dress for Success South Central PA & Tied to Success

Kelley Clements Keller, Esq has been a huge support to the launch of our new umbrella organization, Suits to Careers, Inc. and the branding and trademarking of our men's program, Tied to Success. We could not have navigated this transition without her support. Many thanks.
2016-04-23T10:49:27-04:00
Kelley Clements Keller, Esq has been a huge support to the launch of our new umbrella organization, Suits to Careers, Inc. and the branding and trademarking of our men's program, Tied to Success. We could not have navigated this transition without her support. Many thanks.
http://kelleykeller.com/testimonials/ruth-koup/

Matt Bloom | Founder & CEO of CRIMEWATCH Technologies, Inc.

Kelley is an exceptional IP attorney. She understands the legal nuances facing start-ups and is willing to work within those restrictions. Kelley is casual and easy to work with, but when it comes to legal action she is aggressive and takes charge. She has successfully helped us secure coexistence agreements and trademarks for our business. Here expertise has added exponential value to the technology we have built and I would highly recommend her to anyone seeking IP representation.
2016-04-23T10:53:29-04:00
Kelley is an exceptional IP attorney. She understands the legal nuances facing start-ups and is willing to work within those restrictions. Kelley is casual and easy to work with, but when it comes to legal action she is aggressive and takes charge. She has successfully helped us secure coexistence agreements and trademarks for our business. Here expertise has added exponential value to the technology we have built and I would highly recommend her to anyone seeking IP representation.
http://kelleykeller.com/testimonials/matt-bloom-founder-ceo-crimewatch-technologies-inc/

Zachary Ziegler | Brewmaster at Molly Pitcher Brewing Company

Kelley is not only extremely knowledgeable in the realm of intellectual property, but she made the whole process fun! It's not often you hear fun and legal work in the same sentence but Kelley's personality eased my worries while keeping me upbeat the whole time. She explained the entire process in language I could understand and kept me updated continuously. I would not hesitate to work with her again or refer her to my friends and family.
2016-04-23T10:54:48-04:00
Kelley is not only extremely knowledgeable in the realm of intellectual property, but she made the whole process fun! It's not often you hear fun and legal work in the same sentence but Kelley's personality eased my worries while keeping me upbeat the whole time. She explained the entire process in language I could understand and kept me updated continuously. I would not hesitate to work with her again or refer her to my friends and family.
http://kelleykeller.com/testimonials/zachary-ziegler-brewmaster-molly-pitcher-brewing-company/
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