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Software Developer Contractor Agreement Template for United States

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Key Requirements PROMPT example:

Software Developer Contractor Agreement

"Need a Software Developer Contractor Agreement for hiring a full-stack developer to build our e-commerce platform, starting March 2025, with specific IP protection clauses and milestone-based payments."

Document background
The Software Developer Contractor Agreement is essential for businesses engaging external software development talent in the United States. This document establishes clear parameters for the working relationship, protecting both the hiring company and the contractor. It addresses crucial elements such as project scope, deliverables, payment terms, and intellectual property rights, while ensuring compliance with U.S. federal and state contractor classification laws. Companies should use this agreement when engaging independent software developers to maintain legal clarity and protect their intellectual property interests.
Suggested Sections

1. Parties: Identification of the client and contractor, including full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of the development services to be provided

5. Term and Termination: Duration of the agreement and conditions for termination

6. Compensation: Payment terms, rates, and schedule

7. Intellectual Property Rights: Ownership and transfer of IP created during the engagement

8. Confidentiality: Protection of sensitive information

9. Independent Contractor Status: Clarification of relationship between parties

Optional Sections

1. Non-Compete: Restrictions on working with competitors (include when protecting market position is crucial)

2. Equipment and Resources: Provisions regarding tools and resources (include when specific equipment or software licenses are provided)

3. Insurance: Required insurance coverage (include for high-value or high-risk projects)

4. Background Checks: Security clearance requirements (include for projects involving sensitive data or systems)

Suggested Schedules

1. Schedule A - Statement of Work: Detailed project specifications and deliverables

2. Schedule B - Rate Card: Detailed breakdown of rates and charges

3. Schedule C - Project Timeline: Milestones and delivery dates

4. Appendix 1 - Technical Requirements: Specific technical specifications and standards

5. Appendix 2 - Security Requirements: Security protocols and compliance requirements

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

Employment Classification Laws: Including IRS guidelines on independent contractor vs. employee classification, Fair Labor Standards Act (FLSA), and state-specific contractor classification laws

Intellectual Property Laws: Including Copyright Act of 1976, Patent Act, Trade Secrets Act, and work for hire doctrine provisions that govern ownership and protection of intellectual property

Data Protection and Privacy Laws: Including state-specific data privacy laws (e.g., CCPA), industry-specific regulations, and the Computer Fraud and Abuse Act (CFAA)

Contract Law: Including state-specific contract laws, Uniform Commercial Code (UCC), and Statute of Frauds requirements for contract formation and enforcement

Tax Laws: Including federal tax requirements for independent contractors, state tax obligations, and Form 1099 reporting requirements

Non-Compete and Non-Disclosure Laws: Including state-specific laws on enforceability of non-compete clauses and trade secret protection laws

Information Security Regulations: Including cybersecurity regulations and industry-specific security requirements for protection of data and systems

Immigration Laws: Including Immigration Reform and Control Act and visa requirements for non-US citizen contractors

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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