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Independent Contractor Clause Examples

A contractual provision specifying that the consultant or contractor is not an employee and has no authority to bind the company.

12 examplesSourced from SEC EDGAR

Independent Contractor Clause Overview

An independent contractor clause states that the person or company performing services is not an employee, partner, or agent of the other party, and has no authority to make commitments on its behalf.

It's standard in consulting, freelance, and service agreements where the hiring party wants to keep the relationship clearly outside an employment structure, for tax treatment, benefits eligibility, and liability purposes.

Labeling a relationship "independent contractor" in the contract doesn't always control how the relationship is actually treated in practice. The day-to-day working arrangement (control, exclusivity, integration into the business) matters too, so check that the clause's language matches how the relationship will really operate.

Sample Clauses - Independent Contractor

Consulting Agreement13-Jan-25TXAerospace
Consultant's relationship with the Company will be that of an independent contractor and not that of an employee.
Contractor Agreement13-Mar-25NYPharmaceuticals
The Contractor shall be deemed to be an independent contractor for all purposes under this Agreement and shall not be deemed to be a representative, agent, or employee of the Company in the performance of the Services.
Contractor Agreement20-Nov-24PABiotech
Contractor and Usama Chaudhry are independent contractors and shall remain so. Nothing in this Agreement shall create an employer-employee, partnership, or joint venture relationship. Contractor is responsible for their own taxes and shall comply with all applicable laws and regulations in the performance of services under this Agreement.
Contractor Agreement20-Nov-24PABiotech
Contractor is and shall remain an independent contractor. This Agreement does not create an employer-employee, partnership, or joint venture relationship between the parties. Contractor shall not be eligible for any benefits the Company provides to its employees. Contractor shall be solely responsible for all federal, state, and local taxes on payments received.
B&WConsulting Agreement23-Sep-24NCEnergy
Consultant is an independent contractor and shall not be deemed an employee of B&W. Nothing contained in this Agreement shall be deemed or construed to create the relationship of a partnership or a joint venture between the parties. Since the Consultant is not an employee of B&W, he is not entitled to participate in any of B&W's employee benefit plans or other programs; and Consultant shall pay for and be responsible for his own payroll taxes and employee benefits.
WWEServices AgreementMar-24CTEntertainment
The DJ Parties and WWE agree that the relationship between the DJ Parties and Talent, on the one hand, and WWE and its Affiliates, on the other hand, shall be that of an independent contractor and nothing contained herein shall be construed as establishing an employer/employee relationship.
eXpIndependent Contractor Agreement01-May-24WAReal Estate
This ICA shall establish an independent contractor relationship between Agent and eXp. Nothing within this ICA shall be construed to create a joint venture, partnership, employer-employee relationship, or other relationship between the Parties. Agent will not be treated as an eXp employee for any purposes. Agent is solely responsible for withholding and paying any income, payroll, Social Security, and other taxes.
Aviat USConsulting Agreement04-Oct-23CATelecom
Consultant is an independent contractor and not an employee of Aviat US and has no authority to represent or bind Aviat US in any capacity with a third party.
Services Agreement02-Aug-23NYE-commerce
The Parties are and will act as independent contractors and not as employers, employees, partners, joint venturers, or agents of each other, and neither Party shall represent that it has the authority to bind the other to any contract.
Consulting Agreement16-Dec-22MACybersecurity
Wilkinson's relationship with the Company will be that of an independent contractor and not that of an employee. Wilkinson and the Assistants will not be eligible for any Company employee benefits.
VertivContractor Agreement01-Nov-22OHManufacturing
The parties agree that Contractor is an independent contractor in the performance of the Services and is not an employee of Vertiv. Vertiv shall take no deductions from any compensation paid to Contractor for taxes or related payroll deductions, and Contractor agrees to file all such forms and pay all such taxes.
KellyIndependent Contractor Agreement14-Jun-23MIStaffing Services
IC agrees to provide services as an independent contractor, on a non-exclusive basis, directly to Kelly under the terms and conditions of this Agreement.

All clause examples are sourced from publicly available SEC EDGAR filings. These clauses are provided for educational and reference purposes only and do not constitute legal advice. Always consult a qualified attorney before using any clause in your contracts.

Frequently Asked Questions

What is the Independent Contractor clause?
A contractual provision specifying that the consultant or contractor is not an employee and has no authority to bind the company.
When would a contract include the Independent Contractor clause?
Parties typically add a clause like this when the underlying issue is important enough that they want the agreement itself to state a clear, negotiated position, rather than leaving it to interpretation, industry custom, or whatever default rule would otherwise apply. How specific the wording gets usually reflects how much this point mattered in negotiation.
What should I watch for when reviewing the Independent Contractor clause?
Wording for this type of clause varies a lot between contracts, scope, triggering conditions, exceptions, and any related defined terms are often heavily negotiated. When reviewing one, compare it against your own priorities rather than assuming a standard or "market" version applies, and check how it interacts with other clauses in the same agreement.
Is this clause legally required, and can I just copy an example into my contract?
Whether a clause like this is needed, and exactly how it should be worded, depends on the contract, the industry, and the laws that apply to that specific agreement. The examples on this page are for general education and reference, not legal advice, so for a contract you intend to sign, have the specific language reviewed by a qualified lawyer.

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