Blank Contractor Agreement: Fill & Download for Free

Best not to do it completely by yourself – that leads to mistakes that are very costly to fix, and could easily doom a company to failure.A service I helped design, Gust Launch, will handle all of the basic corporate and stock setup for Delaware corporations, as a monthly subscription rather than upfront cost. That includes incorporation, stock grants, an option plan, up through the first funding through loans, convertible notes, and SAFEs. We’re working on filing out a library of common documents. I believe there’s a form employment agreement, nondisclosure agreement, and contractor agreement. So far as of 2021, customer sales and subscription agreements, website terms and conditions, and trademarks are not yet in the product development queue.There are other services out there but as far as I know Gust Launch is the only one offering a complete corporation-as-a-service package rather than just a document generator or ownership ledger.It’s not just finding the documents – there are many document sets out there. One of the best free ones is Cooley GO. Some paid services will help automate filling in the blanks and obtaining signatures. Clerky is the best one as far as I know that is designed for tech startups – best to avoid one size fits all services like LegalZoom. All of the services other than Gust’s drop a bunch of .pdf files on you that you have to figure out what to do with. What that’s missing is that you still have to make sure you get it right, do the record-keeping, actually sign everything that needs to be signed, and handle the corporate governance, something most people get wrong if they do it themselves without a lawyer.It’s still best to have a lawyer, either from the start or once you’re ready – they can advise on unique deals, strategy, fundraising, and things unique to your particular industry. These services don’t replace the lawyer, but they can free the lawyer and their firm up from doing startup paperwork (which is a money-loser for most firms), and work on higher-value strategic matters.

I've taken 3 of my C-Corp clients through IRS audits and we came out the other side with flying colors: the bookkeeping was deemed flawless and there were no changes to the tax return. That said, it's still an unnerving process and can be a time consuming process. So I'd like to share a few things I've learned:Who does the IRS target for an audit? I've asked the auditors this point blank and they always say that they "randomly select from a pool of tax returns" and that there are "algorithms." I'm sure there is some scientific method to the madness, but here's what I've noticed. You are more likely to get audited if:You have >$5M in Revenue and >$1M in Net Income. If the IRS is going to spend the time auditing you, they need it to be worth their time. So if you are a pre-revenue startup that's running at a loss, it's highly unlikely that you'll be audited. It's just not worth their time.Your corporate address is listed in an affluent neighborhood. Beverly Hills. Atherton. The Hamptons. Alamo/Blackhawk. I think this goes back to point 1; they need to justify the cost of an audit by validating that the stockholders have $$$.Well-to-do >20% owners. Shareholders who own more than 20% of the company are listed on Sch. G of the 1120. I wouldn't be surprised if the IRS cross references past and current personal tax returns to see if the person is well-to-do. If they are, the shareholder could be using the CCorp as a tax loss shelter to offset their other income. (My first point about having revenue and net income is then nullified; the IRS will audit a Corporation that is running at a loss).If you go under IRS audit, what do the auditors look for?Payments made to the executive team!!! This is the #1, biggest thing they will go after. And in particular, the payments that were made outside of the payroll system. The auditors are looking for distributions that were made tax-free, whereas payments made thru a payroll processor like Gusto would've already deducted taxes. Let's say you paid Bob a $7,365 reimbursement for expenses he incurred on his personal card. It could've been for travel, AWS, meals, etc. But the IRS doesn't know that, and to them it looks like you gave Bob a cash bonus. If you don't have every receipt to back up that reimbursement, you're in trouble. Yes, they'll focus on the biggest expenses first and those over $75, but you need receipts. Especially on reimbursements. So for goodness sake.... USE EXPENSIFY!!!(Big) Payments made to contractors. Did your company sign a contractor agreement, collect a W9 or W8BEN, and report the vendor's earnings on a 1099? The auditor is looking to see if your vendors paid their taxes too.Validating AR and AP. If you're reporting on accrual basis and you have a very large AP balance (or low AR balance) at the end of the year, the auditor will reach out to your vendors to see if the balances are real. The rationale here is that the Corporation could be over-reporting AP (inflating expenses) or under-reporting AR (deflating revenue) and hence under reporting their tax liability.Sampling random transactions. They'll ask to see receipts for a small, randomly selected sample of your transactions. It will likely be for big transactions and those over $75.If you get audited and don't have a receipt to back up the transaction, you may or may not get it adjusted from your original tax return. It depends on what it is. If you didn't save a receipt for your $79 purchase of Google Service Apps, the auditor likely won't go after this because it's pretty clearly a business expense. They will go after the 10 x $53 Lululemon purchases because you're a dude running a tech startup... why are you buying yoga pants?? Auditors will definitely want to see a receipt for the $1,765 you spent on Amazon because it's unclear as to whether that was for Office Supplies or if it was actually for a cornucopia of doggie chew toys. Luckily this is all these "receipts" are saved in your Amazon account.Hope this helps!

Two essential documents are Privacy Policy and Terms of Use - these are two free legal documents curated by our attorneys here at UpCounsel. Be sure to check them out for reference, as they are great starting points. I wouldn’t recommend filling in the blanks, however, as depending upon your certain business entity and startup field, you may need to add and subtract provisions, or revise those that are not applicable to your entity. Hiring an attorney is the best way to make sure these documents are formatted properly for your unique business.You’ll also need to file for a provisional patent if your software or design is exceptional - doing so early on will help you avoid future IP problems down the road. Depending upon your startup’s business, industry, and IP, you should hire a patent attorney who has a deep knowledge of your startup field and a specific niche in your applicable patent type, i.e. design, utility, plant, etc. UpCounsel can help you find the best and most affordable patent attorney for your business, as we match you to attorneys based upon such factors who charge a fraction of the price of a law firm for their legal services (full disclosure, I’m the CEO).Our company wrote a blog post entitled “Top 6 Legal Documents Every Small Business Needs” that details a few more noteworthy legal documents:1. Owners’ Agreement (Founder’s Agreement)A clear owners’ agreement will minimize conflict among business partners. This fosters trust, keeps co-owners working toward the same goals, and increases the potential to raise venture capital.It should cover three crucial components:Roles and responsibilities. Establish distinct boundaries when it comes to reporting structure and decision making. If it’s not clear who has the authority to make decisions, you will lose time and money in the confusion. Bo Yahmaie, head of New York Business & Finance Group, Cooley LLP, advises owners to remember not everyone can be co-CEO.Equity ownership and vesting. One of the most difficult conversations to have is to determine how equity will be split among partners. However, if you don’t have that discussion on day one, you might find yourself waging a costly legal battle about ownership of the company. Yahmaie also recommends setting aside at least a 10 percent option pool for future rank and file hires. Make sure to include a buy-sell agreement as well.Intellectual property (IP) assignment. Make sure whatever IP you are developing is owned by the business and not the owners. Without this agreement in writing, you could find that your business doesn’t have the rights to use the product or platform you created.2. Independent Contractor AgreementWhen starting a small business, outsourcing work to independent contractors is a great solution for cost-effective help. However, without an independent contractor agreement that clearly spells out the work relationship, the government could force you to pay payroll taxes or workers’ compensation. Nellie Akalp, CEO of CorpNet, says to “make it clear that you intend these workers to be independent contractors who are responsible for their own taxes.” The less you stipulate over how work will get done, giving contractors control over when and where they work, the less likely you will be found in violation of employment regulations.3. Vendor/Supplier AgreementA vendor or supplier agreement ensures that every time you make a sale, you can quickly meet customer demand. It should lay out all the terms and conditions under which your vendors and suppliers will deliver needed merchandise to your company. Chas Rampenthal, general counsel of LegalZoom, stresses to carefully draft terms like indemnification, exclusivity and limitations of liability so that they make legal and business sense.4. Non-disclosure/Confidentiality AgreementBefore any contractors, employees, or other business partners get a behind-the-scenes look at your business operations, they should sign a non-disclosure or confidentiality agreement. Without one, information like your customer lists, financial records, or pricing plans could become public. Clearly state:What constitutes confidential informationHow confidential information should be handledWho owns that information (the company)The time period that the information will be disclosedThe time period confidentiality is to be maintained5. Company Bylaws for CorporationsMost states require that corporations draft company bylaws. However, even if your state doesn’t require them, it’s still a good idea to write them up, Akalp says. Company bylaws define how your business will structure and govern itself. They will give your business clear guidance on how to settle disputes, select leadership, and determine the rights and powers of shareholders.6. Meeting MinutesAnother set of legal documents that most states mandate businesses keep are meeting minutes. For all major meetings, you should keep an account of everything that was said, done and agreed upon. Meeting minutes are the official record used to settle any disputes over what happened during a past meeting. Often, as far as the law is concerned, if an action is not in the meeting minutes, it never happened. They should include:The type of meetingThe time and place of meetingAll those in attendanceAll actions takenAll votes and vote talliesWhile it’s tedious work to draft all these legal documents, they are the foundation to any successful business. You might think that you’ll always get along with your partners, vendors and employees, but conflicts inevitably arise. Protecting yourself and your business early on makes it easier to weather any storms.Depending upon how you ultimately form your business, you’ll need a few other legal documents besides meeting minutes, such as an LLC Operating Agreement if you choose to form as an LLC. An Operating Plan is also required should you ever sell your business, or more importantly as a startup decide to seek financing. Operating Plans range from business to business, but essentially clarify your goals as a business and the strategy to get there. From personal experience, this document has been useful when raising our own seed and series-A venture funding.At the end of the day, attorneys who are well-versed in the intricacies of the law are the only ones who can ultimately ensure that your business is legally protected to the utmost extent. If you have any questions about how to find the best attorney to handle these documents for you, or would like some personal advice (as I’m also a former startup attorney from Latham & Watkins), let me know. I’d be happy to help you form your business and make sure you have all of the right legal documents you need for your startup.