The independent contractor agreement, clause by clause

An independent contractor agreement is the file a client and a contractor sign to engage services without creating an employment relationship. The canonical fixture behind this page runs to ten pages and twenty-four clauses, with the scope pushed out to an attached schedule so the same terms can carry more than one piece of work. This page describes the class of document rather than any particular copy of one, and is not a substitute for the advice of an attorney. OctoDoc v1.0 is designed to prepare, send, sign, and return a PDF of this class; the proof file described below is post-v1.0.

Two features separate it from a services agreement signed between two companies. The status and control clauses are load-bearing rather than boilerplate, because the arrangement exists precisely to place the contractor outside the client's payroll. And the intellectual-property clause is drafted twice over: once as a designation, once as an assignment.

Clauses three, four, six and seven form a single block. They describe the intended relationship, reserve the manner and means of performance to the contractor, allocate tax filing, and disclaim benefits. Taken together they are the drafting record of the arrangement the two sides intended.

The classification itself is decided elsewhere, on the facts, by an authority applying a multi-factor analysis. The Internal Revenue Service groups the evidence in three categories — behavioural control, financial control, and the type of relationship — and states that "The keys are to look at the entire relationship and consider the extent of the right to direct and control the worker." Its definition page frames the test as a general rule rather than a bright line: "The general rule is that an individual is an independent contractor if the person for whom the services are performed has the right to control or direct only the result of the work and not what will be done and how it will be done."

The same page states: "The earnings of a person who is working as an independent contractor are subject to self-employment tax." This is the allocation clause six is written to record. The question of status can also be put to the agency directly. The IRS states that "Firms and workers file Form SS-8 to request a determination of the status of a worker for purposes of federal employment taxes and income tax withholding." Separate multi-factor analyses exist under other regimes, each applied by an authority to one specific set of facts. A clause describing the relationship is one piece of evidence inside such an analysis, and the analysis is not performed by the clause.

The intellectual-property clause carries two mechanisms stacked on each other. The first is a work-made-for-hire designation. Title 17 of the United States Code, section 101, defines the term in two prongs. The second prong reaches a work specially ordered or commissioned in nine enumerated categories, and only "if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire."

Those nine categories are a closed list: a contribution to a collective work, a part of a motion picture or other audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, or an atlas. Software, written marketing copy and brand identity assets are not among the names on that list. That is why the drafting does not stop at the designation. A present assignment is written behind it, drafted with the intention that rights vest at creation rather than resting on a promise to assign later. Drafters treat the pair as belt and braces, with the assignment aimed at the deliverables the enumerated list does not name.

Moral rights are handled separately, and the United States federal provision is narrower than the clause heading suggests. Section 106A confers its rights on "the author of a work of visual art", a term section 101 limits to categories such as "a painting, drawing, print, or sculpture, existing in a single copy, in a limited edition of 200 copies or fewer that are signed and consecutively numbered by the author". Ordinary commissioned deliverables are not named in that definition. Section 106A(e)(1) then provides that "The rights conferred by subsection (a) may not be transferred, but those rights may be waived if the author expressly agrees to such waiver in a written instrument signed by the author.", and adds that "Such instrument shall specifically identify the work, and uses of that work, to which the waiver applies". Agreements drafted for jurisdictions with broader moral-rights regimes borrow that shape: a waiver where the rights are waivable, a consent not to assert them where they are not, and an identified work and identified uses in either case. That is why the clause is usually cross-referenced to the deliverables schedule rather than written in general terms.

Prepared at the counter, an agreement of this class arrives one of two ways: drafted from an organisation's own clause library, or dropped in as a PDF, after which the parties, their roles, the routing order and the ten marks above are proposed on a single confirm screen. No proposed mark binds until a person confirms it, and the confirmation is recorded against the exact view that person saw.

Once the file is out, the Margin answers a signer's question about it with an answer that resolves to a page and a rectangle in the document rather than to a paragraph of prose, so the answer can be checked against the text it came from. Standalone read links, reading logs, proof files, and no-account public verification are post-v1.0 designs, not current v1.0 capabilities.

Nobody wants to read the contract. OctoDoc is being built so you do not have to: write a document from a prompt, ask plain-language questions about the one you were sent, and keep every one of them in a single place instead of four accounts and an inbox.

Anyone can check a sealed file with no account.

Unlimited human sends on the paid tier.