Independent Contractor Agreement Checklist

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									This checklist is essential for anybody who is considering outsourcing work to an
independent contractor. It describes important elements of a legal agreement, including
job requirements and scope, timeline for deliverables, responsibility for materials,
measurement of completion, compensation, and governance. This document in its draft
form contains numerous of the standard clauses commonly used in these types of
forms; however, additional language may easily be added. Small businesses or
individuals should use this form if they are considering outsourcing work to an
independent contractor

Independent contractors perform a variety of services on an outsourced basis for business of all
types and sizes. When being engaged by a client, you should take the time to ensure that both
you and your client are clear on the details of the project(s), time-line for delivery of services,
and compensation. Use this checklist to ensure that the agreement between you and your client is
clear, fair, and equitable for both parties.

The full legal names of the parties to the agreement should be included here.
     Contractor Contact Information
         (The Independent Contractor may be an unincorporated sole proprietor or may be
         incorporated. Use the formal legal name to which payment will be made.)
     County/State/Country of Contractor
     Client Contact Information
     State/Country of Client
     Verification of non-employee status

This section forms the core of the agreement, and lays out the specifics of the work that is being
outsourced, how it will be performed and over what time-frame.

Understanding & Scope
     Statement of Client Business
         (Brief description of the client’s business and the reason for engaging contractor)
     Statement of Contractor Business
         (Brief description of Contractor’s business and qualifications for the work assignment.)
     Description of the work to be performed
         (brief description of the kind of services to be provided, e.g. programming, development,
         human resources management, logistics, website management, data entry, customer
         support, etc.)
     Specific tasks necessary to providing deliverables
         (e.g., meetings, research, interviews, programming, analysis, calculations, build-out, etc.)
     List of activities outside the scope of the agreement/project

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Start Date/Completion Date
     The date upon which work commences
     Anticipated final delivery, or completion date
     List of Key deliverables
     Draft or incremental portions of deliverables
     Provision for changes to deliverables
Time-line for Delivery
     Milestone dates
          (deliverables due-dates, plus other key dates, such as project kickoff)
     Interim dates
         (include status reports, meetings, deadlines for approving deliverables, etc.)

Materials & Supplies
     Materials and supplies to be provided by the contractor
     Materials and supplies to be provided by the client
     Method of measuring delivery
         (e.g., will contractor be evaluated on lines of code, number of pages per document, % of
         errors per XX keystrokes, etc.)
     Status Reporting and frequency

Type of Compensation
     Fixed fee, hourly or retainer
     Currency for transactions
         (important if contractor and client are located in different countries)

Frequency of Compensation
     Deposit, Interim payment(s), final payment
     Invoicing and payment on weekly, biweekly, monthly basis

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Method of Payment
     Check, Wire Transfer or Secure online payment (e.g. PayPal, third-party sites, etc.)
     Payment of associated fees
     Tax responsibility (e.g., taxes to be paid by contractor on 1099 basis)
Related Expenses
     Travel reimbursement
     Supplies/materials reimbursement

This section describes penalties for failing to comply with the time-line for delivery, the type and
quality of delivery (from the contractor), requirements for timely review and approval and
payment (from the client). The section can also include any incentives for exceeding quality
requirements, or early delivery, or discounts provided to the client.
     Late delivery penalties
     Late payment penalties
     Incentives
     Cash or early payment discounts

This section describes how the agreement will be enforced, including responsibilities of both
parties, and the jurisdiction in which the agreement is made.
     Modifications
         (how can contractor or client modify the agreement?)
     Termination
         (what happens when the contract terminates; can either terminate early with notice; are
         there penalties for terminating early?)
     Indemnification
         (the contractor cannot blame or hold the client liable for the contractor’s mistakes,
         negligence, or breach of the agreement.)
     Representation
         (both Contractor and Client have not made representations or promises to other parties
         with regard to the contract; only the terms of the agreement are binding on both parties.)
     Dispute Resolution
         (what happens in case of a dispute over the work? Will both parties go to binding
         arbitration or court? Mediation? Who will pay for any of these methods of dispute
         resolution forums? How will notice be served?
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     Governing Authority
         (what country, state/province, and/or municipality governs the terms of the contract?)
     Containment
         (the written agreement contains the entirety of the obligations for both the contractor and
         the client)

     Printed Independent contractor Name, Title
     Independent Contractor’s Signature and Date
     Printed Client Name, Representative, Title
     Client Representative’s Signature and Date

Non-disclosure / Confidentiality agreement
Often, the independent contractor performs work for the client that involves access to propriety
information about the client’s organization, finances, research and development efforts, and other
information which, if made public, could damage the client. Non-disclosure or confidentiality
clauses may be part of the outsourcing agreement, but the client may also have you as the
contractor sign an NDA or CA prior to commencing work.
     Non-disclosure agreement
Proof of Ability and Capability to Perform
Clients often want confirmation of your legal ability to perform the work outlined in the
     Taxpayer Identification Number
         (For individuals, this is Social Security Number (SSN). For incorporated companies this
         is the Employer Identification Number (EIN)).
     Business License
     Certificate of Insurance

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