Page 1 Of 3 Sample Agreement For Contractor: Fill & Download for Free

You mean a W-9, not a 1099. Everybody paid $600 or more gets a 1099 after they send in the W-9.They should have given you the IC agreement before you started, or before you got paid (in which case they owe you the money anyway, but at least they would have a say). Better yet, you should have your own IC agreement to give to clients who don't have their own. The sources in decreasing cost are: (1) have your own lawyer, customize it for you; (2) join a professional association, special interest group, or at least a meetup — they will have some form development agreements; and (3) google is your friend, there are lots of sample agreements on the web. Also, if you do the work through eLance, Fiverr, etc., I think most of them have a default standard agreement that gives the client the rights they typically need. They cover issues specific to contractors, like whether you can include your work on your portfolio.In my practice I have a post facto rights assignment agreement to sign if the whole project gets finished, delivered, approved, and paid for. That's actually easier than dealing with everything beforehand, but it assumes that the project was completed to everybody's satisfaction and paid for, which is huge if. So I don't recommend it, but we use it in cases like yours.The assignment says you give them the rights to everything you delivered: a complete assignment to the extent it was custom or incorporated stuff they own; a license if it's public stuff or part of your toolkit; and no promise if it incorporates third party material with permission — for example, if you included a Corbis Image you can't promise them any more than the license you go from Corbis. But it doesn't have all the stuff that makes an IC agreement so long, provisions about specifications, delivery, change orders, payment terms, rejection rights — so it's only a page or two.On the one hand I think it's only common courtesy and decent business practice to give a client a full rights assignment. If they were too naive or green to know they needed one, or if you were dealing with a poor corporate drone who just wasn't thinking straight, you should have known and told them instead of pulling a gotcha on them. Your refusal will make their life slightly miserable, which is terrible customer service. If they're a startup seeking funding, their investors are going to ask them if everybody who contributed anything to their code, design, etc., signed an agreement. The very fact that you didn't means they have to tell their lawyer, their lawyer has to include it as an exception to the representations and warranties they make in connection with the investment, and they're going to pay their lawyer $500 or more every time they have to deal with the fact that you didn't sign the contract. Your refusal will not really help you but it will cause them pain.On the other hand I would be very careful about signing any old IC contract a client throws at you. They often contain nasty little easter eggs like non-competition clauses, rights assignments that would suggest that anything you include in your delivery or even used to complete the project (even libraries, clip art, a new version of Photoshop or Django you bought to complete the project) gets assigned to them, you promise you own it. Or if they ever get sued you have to pay for their lawyers, and indemnify them against third party claims: if McDonald's sues them for a billion dollars because what you designed is false advertising for your client's hamburgers, they can continue using it and collect the billion dollar damages from you (as if you had it). It's a bit of a conundrum, they don't want to have to hire a lawyer right now, nor do you, to just give them a signature that lets them check off the box.

It might be tempting to seal a deal with a handshake. After all, formalities just slow things down and, as a small business owner, you’ve got countless other things to do with your time. However, when you make a contract, proper documentation will give you and your business solid legal protection should the need arise.While specific business needs vary, below are three common legal contracts you should draw up for your business.Make a Contract: 3 Contract Agreements You Should Have1. Partnership AgreementIf you’re starting or running a business with someone else, you need some kind of agreement in writing. Even if your business partner is your spouse, best friend or sibling, having some kind of partnership agreement in place from the start can be a helpful to figure out the inevitable issues that come up during the course of running a business.The partnership agreement should contain the following:Define who contributes what: Discuss what you and your partner will be bringing to the table in terms of labor, time, cash, property, customers, etc. Who plans on working on the business full-time, part-time or just acting as a silent partner?Define who gets paid what: Outline how profits will be distributed. Will each partner be paid a salary for his or her role in the business? How much? What about any extra profits for the year?Define how decisions get made: What type of decisions require unanimous votes, and what type of daily decisions can be made by a single partner? Discuss these matters upfront and decide what decision-making structure will let your business run the most effectively while making sure that no one feels left behind.Define what happens to ownership interests: Decide what happens if/when someone dies, retires, goes bankrupt or just wants out. Maybe add in a non-compete clause to protect against a partner leaving, taking your customers and setting up a competing business.An Internet search for “partner agreement template” will turn up numerous partnership contracts you can use.Remember that while you may think you’re on the exact same page as your partner(s) today, situations can easily change over the course of a few years. A few conversations and a little administrative work to make a contract at the start can save you major headaches and potential legal battles down the road.2. Non-Disclosure Agreement (NDA)/Confidentiality AgreementWhenever you’ll be sharing your company’s proprietary information with somebody, you should ask them to sign a non-disclosure agreement (NDA). Your company’s proprietary info can be anything from the code written for a mobile app product, your business plan, marketing plan, forecasts or financial numbers, as well as your client and customer list.For example, if you partner with a vendor or freelancer for a marketing project, you should draw up an NDA to make sure your customer list is protected.You can find a sample NDA template from SCORE. As with any template you download from the Internet, you should have it reviewed by your attorney prior to use.3. Independent Contractor AgreementsFor many small businesses, outsourcing to independent contractors is a great way to get some added help, fill a specific need or bring in specific expertise. It’s a flexible arrangement, and you don’t have to pay workers’ compensation, payroll taxes or employee benefits for contractors and freelancers. However, be aware that the IRS is now on the lookout for employers who misclassify their workers as independent contractors to avoid paying payroll taxes, etc.For this reason, it’s smart to make a contract. Create an independent contractor agreement that explicitly defines the relationship between you and the worker. Make it clear that you intend the worker to be an independent contractor who is responsible for his or her own taxes. In addition, the agreement should not exert much control over how work will get done. Don’t set specific hours for when they need to work, or where.While having this agreement isn’t going to protect you 100 percent from an IRS audit or misclassification ruling, it does provide evidence that you intended to hire an independent contractor.For these three contracts, as with any legal formality, it’s always best to invest a little time. Make a contract and get it squared away upfront, rather than waiting until you actually need the contract. By then, it’s typically too late. Talk to an attorney if you have any questions at all or just want a professional set of eyes to review a contract. Your business is worth it.

If I were representing, as I do in other contexts, a software developer or firm that was taking on an engagement through Gigster, I would have a few significant comments.In general, the Gigster agreement is typical in form, meaning that it has unclear language, defined terms that aren't defined, and some clunky spots. Keep in mind that Gigster may or may not be interested in updating the base agreement or creating a side letter amendment for a specific project.Here are some specific comments and observations I would raise with a client:Section 2.1 - the assignment of deliverables is fine, but the assignment of all other inventions that "arise in connection with the Contractorervices ... including ... source code developed or created by Contractor that is not specific to Customer and is generally applicable to other Customer projects and deliverables ...." seems overbroad. As I read this, if DHH were working on a webapp for Gigster, they would claim ownership over Rails. That seems aggressive.Section 2.2 exempts pre-existing IP of the contractor from the assignment, but the language in this section purports to limit it to pre-existing IP that is disclosed in writing to Gigster before the delivery of the Deliverable. It might contemplate that before such items are included or as they arise, they are disclosed to Gigster on a rolling basis. In any case, this requirement would require some integration into a developer's workflow.Section 2.2 also grants a license to use any Contractor Technology in or needed to the deliverables or other inventions, meaning that a developer would not want to use any "real IP" in the course of this agreement; in many cases, a developer would want to prepare a standalone license agreement to monetize that IP or more strictly limit its automatic licensing.Section 2.3 has a lot of duplicative language about assignment that doesn't seem to apply to a waiver of moral rights.Section 2.4 requests written permission but doesn't clarify from whom. It's probably meant to be the third-party licensor because Gigster is mentioned in the first sentence, but it's not clear. Is it the customer? Maybe it is Gigster.Section 3.1 says the developer (unless it's milestone-driven) gets paid after "acceptance of the Deliverable by Gigster." But Section 3.2 sets up a clawback if the Customer rejects the deliverable. In any case, there's no description of any acceptance process. This is non-standard and a common source of problems for developers and clients alike. Maybe it's on the project page, but that's not mentioned here. There should be a formal acceptance procedure and timeline after which objections are waived and a deliverable is deemed accepted.Section 4.1 is silent on whether Gigster has any payment obligations if it terminates the contract without cause. Typically, some percentage of completion measure is used. This term would cause many developers to either only use this for small projects or to elect milestone payments to reduce their risk. There's no mention of upfront payments or deposits, so those common methods of reducing risk seem to be unavailable.Section 7.2 uses the term "Statement(s) of Work," but it's not defined and does not appear in the terms of service. Maybe it appears on the Project Page.Section 7.2 requires that no open-source code be used. It's broadly defined, and so even sample code found on stack overflow might be implicated. (An argument that many would make is that there are no damages from a breach of that provision if the code in question is unremarkable and perhaps indistinguishable from independently written code. But who wants to fight over this?) The same is true for any code with a GPL-like license that requires licensing of certain derivative works. On its face, this provision would seem to rule out a rails project, and the no third-party code would seem to rule out apps incorporating SDK code without specific permission from Gigster. Hopefully they incorporate those permissions in the project page and specifications.Section 8 requires indemnification of Gigster by the developer for infringement. However, it extends to all "Inventions," which includes things not included in the Deliverables (for which indemnification is typical). If a developer invents something, that Gigster takes, that turns out to have been patented by someone else the day before, the developer is now on the hook even though the developer didn't get paid for that invention or make any intentional distribution of it to the customer or Gigster. I think it's overly broad and outside the typical scope of an agreement like this.Section 10 - the non-solicitation is overly broad because it includes contractors and there's almost no way to find out whether someone falls into that category. It doesn't include a common safety valve for general, non-directed advertising. Also, the developer can't work for any Customer without Gigster's consent. This section uses "Company" as a defined term that is not defined. It's almost certainly meant to be Gigster but still....Section 10 also says that a contractor can perform other work unless there's a "conflict of interest." That's not defined and overly vague. Presumably every freelance developer has an inherent conflict of interest with Gigster because they compete with each other.Section 11 contains a typical arbitration and no-class-action clause. It's worth noticing but not unusual.Of course, each of my clients has particular concerns that are unique to them, so this list alone wouldn't be sufficient to give them advice about any particular engagement. If you're reading this, these questions may or may not be significant for you, and they almost certainly don't capture all your issues. Real legal advice deals with your specific facts. Don't get caught by not getting the real answer.