Independent Contractor/Consultant Agreement (Pro-Client)(Multi-State)

by Practical Law Labor & Employment and Practical Law Commercial

A multi-state Standard Document that provides a pro-client letter agreement for engaging an individual independent contractor or consultant for a specific project or short-term engagement. It is jurisdiction neutral but can be customized for state law compliance by incorporating state-specific clauses (see Drafting Note, Links to State-Specific Clauses) and will be useful and relevant to employers in every state. For more information on the scope of state law coverage, see State Law Coverage in Labor & Employment Resources. This Standard Document is designed to formalize the business relationship while mitigating the risks of worker misclassification under federal law, including the Fair Labor Standards Act (FLSA). It establishes the independent contractor status of the service provider, clearly outlining that the relationship is not one of employment. Key provisions address the scope of services, term of the engagement, fees, and expense responsibilities. To protect the client's interests, this Standard Document contains clauses concerning the ownership of intellectual property, including a "work made for hire" provision and a broad assignment of rights in all work product. It also includes sections on confidentiality, incorporating a notice of immunity under the Defend Trade Secrets Act (DTSA), representations and warranties, indemnification, and insurance. Optional clauses are provided to address arbitration, non-solicitation, and other business activities.