Free Independent Contractor Agreement Generator
Generate attorney-structured independent contractor, consulting, and freelance agreements customized for all 50 US states. Protect IP ownership with work-for-hire transfers, define payment milestones, and establish IRS 1099 classification safe harbors with 100% in-browser privacy.
Contract terms, hourly rates, client names, and scope of work execute 100% in browser RAM. Zero server transmission.
1. Agreement Preset & Jurisdiction
2. Client (Hiring Company)
Client3. Independent Contractor
Service Provider4. Services & Scope of Work (SOW)
5. Compensation & Payment Terms
6. IP Work-for-Hire & Safe Harbors
Export Court-Ready Agreement
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INDEPENDENT CONTRACTOR & CONSULTING SERVICES AGREEMENT
Effective Date: November 1, 2026
This Independent Contractor & Consulting Services Agreement (this "Agreement") is entered into and made effective as of November 1, 2026 (the "Effective Date"), by and between:
Nexis Global Ventures Inc., a Delaware Corporation having its principal office at 250 Park Avenue, 14th Floor, New York, NY 10177 (the "Client"); and
Kestrel Software Architecture LLC, a Texas Limited Liability Company having its principal business address at 401 Congress Avenue, Suite 1540, Austin, TX 78701 (the "Contractor").
Client and Contractor are each individually referred to herein as a "Party" and collectively as the "Parties."
WHEREAS, Client desires to retain Contractor as an independent contractor to perform specialized consulting and development services as set forth herein; and
WHEREAS, Contractor possesses the specialized skill, experience, technical capability, and personnel required to perform such services and agrees to perform such services for Client upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and valuable consideration contained herein, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Services & Deliverables
(a) Scope of Work. Contractor agrees to furnish professional independent consulting services to Client, specifically including: designing, engineering, and deploying cloud microservices architecture, REST APIs, and database migrations in accordance with Client technical specifications (the "Services").
(b) Deliverables. In performing the Services, Contractor shall produce and deliver to Client the following agreed deliverables: production-ready containerized Docker containers, automated CI/CD deployment pipelines, unit test suites with >85% coverage, and comprehensive architecture documentation (the "Deliverables").
(c) Manner and Means. Contractor shall determine, in Contractor's sole discretion, the manner, methods, tools, and technical means used to achieve the Deliverables, subject to Client's general specifications and acceptance criteria. Contractor may perform the Services at any location and during any hours selected by Contractor.
2. Term & Termination
(a) Term. This Agreement shall commence on the Effective Date and shall continue ongoing until terminated by either party upon written notice.
(b) Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, by providing at least fourteen (14) calendar days' prior written notice to the other Party. Upon receipt of such notice, Contractor shall immediately cease all further work, and Client shall pay Contractor for all undisputed Services properly performed and authorized expenses incurred up through the effective date of termination.
(c) Termination for Cause. Either Party may immediately terminate this Agreement upon written notice if the other Party commits a material breach of this Agreement and fails to cure such breach within ten (10) calendar days following receipt of written notification specifying the breach.
3. Compensation & Invoicing
(a) Fees. In full consideration for the satisfactory performance of the Services and assignment of Deliverables, Client shall compensate Contractor as follows: at the hourly rate of $125.00 USD per hour, up to a maximum of 40 billable hours per week unless additional hours are approved in advance in writing by Client.
(b) Invoicing & Payment. Contractor shall submit detailed written invoices to Client monthly or upon completion of milestones. Client shall pay all undisputed invoice amounts within fifteen (15) calendar days (Net 15) following receipt of Contractor's invoice.
(c) Late Payment Interest. Unpaid invoice balances not subject to a good-faith dispute shall accrue late interest at the rate of 1.5% per month (or the maximum interest rate permitted by applicable state law, whichever is less) calculated from the due date until paid in full.
(d) Expenses. Client shall reimburse Contractor solely for reasonable, documented out-of-pocket travel and commercial expenses that were pre-approved in writing by an authorized representative of Client.
4. Independent Contractor Status & Tax Obligations
(a) Classification. The Parties expressly intend that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship between Client and Contractor (or any of Contractor's personnel).
(b) No Employee Benefits. Contractor (and Contractor's personnel) shall have no right to, and hereby waives any claim to, any employee benefits provided by Client to its employees, including but not limited to health insurance, vacation pay, sick leave, retirement plans, stock options, disability insurance, or workers' compensation benefits.
(c) Taxes & 1099 Reporting. Client shall not withhold any federal, state, or local income taxes, FICA (Social Security and Medicare), or state disability/unemployment contributions from payments made to Contractor. Contractor acknowledges that Client will issue an IRS Form 1099-NEC (or state equivalent) to Contractor. Contractor retains sole and exclusive responsibility for calculating, reporting, and paying all federal, state, and local self-employment and income taxes arising from compensation paid under this Agreement.
(d) Non-Exclusivity. Contractor retains the absolute right to provide consulting services, software development, and professional advice to other clients and commercial entities, provided such engagements do not violate Contractor's confidentiality or non-solicitation duties hereunder.
5. Intellectual Property & Work Made for Hire
(a) Work Made for Hire. Contractor agrees that all original works of authorship, software code, Deliverables, inventions, designs, documentation, and technical materials created or developed by Contractor for Client pursuant to this Agreement shall be deemed a "Work Made for Hire" to the fullest extent permitted by Section 101 of the United States Copyright Act (17 U.S.C. § 101).
(b) Full Assignment. To the extent any Deliverable or invention does not qualify as a work made for hire, Contractor hereby irrevocably assigns, transfers, and conveys to Client, upon Contractor's receipt of full payment therefor, all right, title, and interest worldwide in and to all copyrights, patents, trade secrets, trademarks, and all other proprietary rights in the Deliverables. Contractor agrees to execute any formal assignment documents reasonably requested by Client to confirm or record Client's sole ownership.
(c) Pre-Existing Materials. Contractor retains ownership of any pre-existing software libraries, developer tools, algorithms, or know-how owned by Contractor prior to this Agreement ("Pre-Existing IP"). To the extent Pre-Existing IP is incorporated into any Deliverable, Contractor hereby grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, and distribute such Pre-Existing IP solely as part of or in connection with the Deliverable.
6. Confidential Information
Contractor agrees to hold in strictest confidence all non-public technical, financial, customer, and business information disclosed by Client ("Confidential Information"). Contractor shall not disclose any Confidential Information to third parties or use it for any purpose other than performing the Services. Upon termination or expiration of this Agreement, Contractor shall promptly return or destroy all tangible and electronic embodiments of Client's Confidential Information.
7. Professional Standards & Restrictive Covenants
(a) Portfolio Rights. Notwithstanding anything to the contrary, Contractor may refer to Client by name and include high-level, non-confidential descriptions of the Deliverables in Contractor's professional portfolio, website case studies, and marketing proposals, provided that no Client trade secrets, source code, or internal financial metrics are revealed.
(b) Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months following its termination, neither Party shall directly solicit, induce, or hire away any current officer, employee, or key contractor of the other Party without the prior written consent of the other Party.
8. Representations, Warranties & Indemnification
(a) Contractor Warranties. Contractor represents and warrants that: (i) all Services shall be performed in a professional, workmanlike manner in accordance with recognized industry standards; (ii) all Deliverables shall be original to Contractor and shall not infringe upon or misappropriate any patent, copyright, trademark, or trade secret of any third party; and (iii) Contractor possesses the full corporate power and authority to enter into and perform this Agreement.
(b) Indemnification. Contractor agrees to defend, indemnify, and hold harmless Client, its officers, directors, and employees from and against any third-party claims, liabilities, or losses arising out of any gross negligence, intentional misconduct, or intellectual property infringement directly attributable to Contractor's Deliverables.
9. Governing Law & Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws. The Parties irrevocably submit to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Delaware for the resolution of any dispute arising under this Agreement.
In any legal action or arbitration brought to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party its reasonable attorney's fees, court costs, and related expenses.
10. Miscellaneous
(a) Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the Parties regarding the subject matter hereof and supersedes all prior proposals, drafts, and agreements.
(b) Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to render it enforceable, and all remaining provisions shall remain in full force.
(c) Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered electronically via PDF or verified e-signature platforms (e.g., DocuSign) shall be legally binding as original handwritten ink signatures.
IN WITNESS WHEREOF, the Parties have executed this Independent Contractor & Consulting Services Agreement as of the Effective Date written above.
CLIENT: Nexis Global Ventures Inc.
By: Jonathan Hayes
Title: Vice President of Engineering
Date: November 1, 2026
CONTRACTOR: Kestrel Software Architecture LLC
By: Alex Rivera
Title: Principal Solutions Architect
Date: November 1, 2026
Form an LLC or Consult a Business Attorney
Contracting through a registered Limited Liability Company (LLC) shields personal assets from business liability, strengthens IRS independent contractor classification, and enables S-Corp pass-through tax deductions.
Navigating Independent Contractor Agreements in 2026
An Independent Contractor Agreement (also known as a Freelance Contract, Consulting Agreement, or Statement of Work) defines the commercial obligations, deliverables, compensation rates, and intellectual property ownership between a hiring company and an autonomous service provider.
Why is a written 'Work Made for Hire' and IP Assignment clause mandatory? ▼
Under the US Copyright Act of 1976 (17 U.S.C. § 101), an independent contractor automatically owns the copyright to all software, creative copy, designs, and deliverables they author, unless there is a clear written agreement explicitly designating the work as a 'Work Made for Hire' and assigning all intellectual property rights to the client upon receipt of payment.
If a client pays a software engineer or designer without this contractual assignment, the client typically only receives an implied, non-exclusive license. The contractor could legally reuse the codebase, sell it to competitors, or dispute the client's patent applications. Section 5 of our generator completely eliminates this risk by executing a full IP transfer.
How does the IRS determine if someone is an independent contractor vs. employee? ▼
The IRS evaluates worker classification across three primary evidentiary categories (derived from the historic 20-Factor Common Law test):
1. Behavioral Control: Does the client control or have the right to control how the worker does the task (instructions, training, mandatory hours)? Contractors control their own methods and schedule.
2. Financial Control: Does the worker have significant unreimbursed business expenses, invest in their own tools/equipment, and have the opportunity for profit or loss? Contractors invoice for services and maintain their own business overhead.
3. Relationship Type: Are there written contracts, employee benefits (pension, health, vacation), and expectation of permanency? Contractors operate project-to-project and receive Form 1099-NEC.
What is California's ABC Test under Assembly Bill 5 (AB 5)? ▼
In California (and states like New Jersey and Massachusetts), courts use the strict statutory 'ABC Test' to determine employee classification. A hiring company must satisfy all three prongs:
(A) The worker is free from the control and direction of the hiring entity in connection with the performance of the work;
(B) The worker performs work that is outside the usual course of the hiring entity's business; and
(C) The worker is customarily engaged in an independently established trade, occupation, or business.
Best Practice: Hiring entities and contractors should establish a formal business entity (e.g., an LLC or Corporation) and use business-to-business contracts to qualify for statutory commercial exemptions.
Should contractors bill on an hourly, milestone, or retainer basis? ▼
Each billing model offers distinct legal and operational advantages:
• Hourly Billing ($/hr): Best for agile software development, technical consulting, and projects where scope is undefined or rapidly evolving. Includes a maximum weekly hours cap to maintain client budgetary control.
• Milestone / Fixed Project Fee ($): Best for clearly scoped deliverables (e.g., a website rebuild or branding kit). Payment is tied directly to accepted Deliverables, which strongly reinforces 1099 independent contractor status.
• Monthly Retainer ($/mo): Best for ongoing advisory, SEO, systems maintenance, or dedicated on-call technical support.
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