An Independent Contractor Agreement defines engagement terms for non-employee service providers. This playbook guides drafting on scope of work, ownership of deliverables, and classification risk mitigation.
Why This Matters: Correct classification prevents costly employment-law claims, tax liabilities, and penalties from misclassification.
Negotiation strategy
If you're the Company:
Ensure the contract explicitly states the independent contractor status. Include language that the contractor is responsible for their own taxes and is not eligible for employee benefits.
If you're the Contractor:
Negotiate for clear terms that outline your autonomy in performing services and ensure you are not subject to company control.
Essential elements
1
Independent Contractor Status
Defines contractor relationship.
2
Tax Responsibilities
Outlines tax obligations.
3
Benefits Eligibility
Clarifies lack of benefits.
Action framework
ACCEPT
Propose edits if jurisdiction-specific laws require additional clauses.
EDIT
Reject clauses that imply employee status or control.
ADD
Add clauses to clarify tax responsibilities and benefits in line with independent contractor status.
PRO TIP
Always verify that the operational realities align with the independent contractor classification to avoid reclassification risks.
Example clauses
FAVORABLE
Independent Contractor Relationship
"The parties acknowledge and agree that the Consultant is an independent contractor and not an employee of the Company."
NEUTRAL
General Acknowledgment
"The Consultant acknowledges their independent contractor status."
UNFAVORABLE
Implied Employee Status
"The Consultant shall follow all company policies applicable to employees."
Fallbacks
High-Risk Projects
In high-risk projects, ensure the contract includes indemnification clauses to protect against liabilities.
Jurisdiction-Specific Requirements
Adjust clauses to comply with state-specific laws, such as California's ABC test for independent contractors.
International Contractors
Consider additional clauses for compliance with international tax and labor laws.
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
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