The Independent Contractor Agreement Checklist: What to Check Before You Sign

An independent contractor agreement is signed by two parties who often both treat it as a formality: the company reusing a template, the contractor eager to start. The terms that decide who owns the work, who is liable, and how either side exits are where the real consequences sit.

This is an observational checklist for both sides. It is general information, not advice about your agreement. The legal judgment about what to do with what you find is yours.

1. Classification

The threshold question is whether the worker is genuinely an independent contractor or is functioning like an employee. Misclassification carries real consequences (tax, benefits, penalties), and the test varies by jurisdiction and can be strict. Confirm that how the relationship actually operates (control, exclusivity, integration) matches the "independent contractor" label, not just that the contract says so — and recognize that whether a given arrangement is properly classified is a legal question worth confirming for your situation.

2. Scope and deliverables

Confirm the agreement defines the work, deliverables, milestones, and acceptance criteria. Vague scope is the most common source of "that is out of scope" disputes. For ongoing work, confirm how new work is added (a statement of work or change order).

3. Intellectual property and work ownership

For creative or technical work, this is the highest-stakes clause.

• Work-for-hire / assignment. Whether the contractor's deliverables are assigned to the client (often on payment), and whether the assignment is clear.
• Background IP. Whether the contractor keeps pre-existing tools and IP and grants a license, rather than accidentally assigning them.
• Portfolio rights. Whether the contractor may show the work as a sample.

4. Payment terms

Confirm the rate, invoicing schedule, payment window, late-payment terms, and expense handling. For contractors, a kill fee or payment-on-termination term matters; for clients, tying payment to accepted milestones matters.

5. Restrictive covenants

Confirm whether the agreement includes non-solicitation, non-compete, or exclusivity terms. Restrictive covenants against contractors raise their own enforceability questions that vary by state, and an exclusivity term can also blur the classification line in section 1.

6. Liability, indemnity, and insurance

Confirm the limitation of liability and any indemnification, and which way it runs — see the related limitation-of-liability guide. For higher-risk work, confirm any required insurance.

7. Term, termination, and confidentiality

Confirm the term, how either side terminates (for convenience vs cause, and notice), what happens to in-progress work and final payment, and the scope of any confidentiality obligation.

How to use this

Both sides benefit from the same checklist: the client confirms scope, IP, and classification hold up; the contractor confirms payment, IP/background-IP, and exit terms are fair. Mark every item you cannot answer — those are the shortlist for a question, a redline, or counsel review. Classification and IP in particular are commonly reviewed by an attorney because the downside is large. What you do with that information is your call.

Related: service agreement analysis · limitation of liability · MSA red flags.