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Independent Contractor Retainer Agreement Template for United States

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Key Requirements PROMPT example:

Independent Contractor Retainer Agreement

"I need an Independent Contractor Retainer Agreement for a software developer who will provide ongoing maintenance and development services for our company's mobile apps starting January 2025, with strict IP protection and confidentiality clauses."

Document background
The Independent Contractor Retainer Agreement is essential when businesses require ongoing professional services while maintaining a clear independent contractor relationship. This document is particularly relevant under U.S. law where worker classification is strictly regulated. It addresses key aspects such as service scope, payment structure, intellectual property rights, and confidentiality while ensuring compliance with federal and state labor laws. The agreement is designed to protect both parties' interests while avoiding misclassification risks under IRS guidelines.
Suggested Sections

1. Parties: Identification of contracting parties, including full legal names and addresses

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided by contractor

5. Payment Terms: Retainer amount, payment schedule, and billing procedures

6. Independent Contractor Status: Clear statement of contractor's independent status and relationship to client

7. Term and Termination: Duration of agreement and conditions for termination

8. Confidentiality: Protection of confidential information and trade secrets

9. Governing Law: Jurisdiction and applicable law

Optional Sections

1. Non-Compete: Restrictions on competitive activities - used when protecting business interests from competition is crucial

2. Insurance Requirements: Required insurance coverage for contractor - used when services involve risk or liability concerns

3. Equipment and Resources: Provisions regarding tools and resources - used when specific equipment or resources are needed for service delivery

4. Performance Metrics: Specific performance standards and evaluation criteria - used when measurable outcomes are critical

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of services and deliverables

2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule C - Service Level Agreement: Performance standards and metrics if applicable

4. Schedule D - Insurance Requirements: Specific insurance coverage requirements and limits

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses






























Industries

Internal Revenue Code (IRC): Federal tax legislation governing contractor classification and tax treatment for independent contractors

Fair Labor Standards Act (FLSA): Federal law establishing standards for worker classification and ensuring proper differentiation between employees and independent contractors

Immigration and Nationality Act: Federal legislation relevant when engaging non-U.S. citizen contractors, governing work authorization and compliance

Federal Copyright Act: Legislation governing intellectual property rights and ownership of work created during the contract period

Civil Rights Act: Federal anti-discrimination legislation that may apply to independent contractor relationships

State Labor Laws: Various state-specific regulations governing working relationships and contractor classifications

State Non-Compete Regulations: State-specific rules governing the enforceability and limitations of non-compete clauses for contractors

IRS 20-Factor Test: Guidelines established by the IRS to determine proper worker classification as employee or independent contractor

Economic Realities Test: Legal framework used to evaluate the economic relationship between parties to determine proper worker classification

ABC Test: Three-pronged test used in some states (like California) to determine worker classification status

Common Law Contract Principles: Fundamental legal principles governing contract formation, including offer, acceptance, consideration, and mutual intent

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

Industry-Specific Regulations: Additional regulatory requirements that may apply based on the specific industry or field of work

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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