Independent contractor agreement
A jurisdiction-aware contractor services agreement covering scope, IP assignment, confidentiality, and independent-contractor classification.
Independent Contractor Agreement
Effective
This Independent Contractor Agreement (this "Agreement") is entered into between (the "Client") and (the "Contractor"), located at .
1. Services
The Contractor will provide the following services to the Client (the "Services"):
2. Term
This Agreement begins on and continues until unless terminated earlier as set out below.
3. Fees & Payment
In consideration of the Services, the Client will pay the Contractor . Invoices are payable on . Reasonable, pre-approved out-of-pocket expenses will be reimbursed against receipts.
4. Independent Contractor Status
The Contractor is engaged as an independent contractor and not as an employee. The Contractor is responsible for all income tax, CPP, EI, GST/HST, and other statutory obligations associated with the fees paid under this Agreement. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties. The Contractor will not be entitled to vacation, holiday, severance, or other employee benefits.
Page 1 of 3
5. Intellectual Property
All deliverables, work product, code, designs, and materials created by the Contractor under this Agreement (the "Work Product") will be the sole property of the Client upon payment in full. The Contractor hereby assigns to the Client all right, title, and interest in the Work Product, including all copyright, trademark, patent, and trade-secret rights, and waives all moral rights to the extent permitted by law. The Contractor will execute any documents reasonably required to perfect this assignment.
6. Confidentiality
The Contractor will treat all non-public information of the Client as confidential during and after the term of this Agreement, will use it only to perform the Services, and will return or destroy it on the Client's request. This obligation survives termination of this Agreement.
7. Termination
Either party may terminate this Agreement on days' written notice, or immediately for material breach if not cured within 14 days of written notice. On termination the Client will pay the Contractor for services performed up to the effective date of termination.
8. Governing Law
This Agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario. The parties submit to the exclusive jurisdiction of the courts of Ontario for any dispute arising under this Agreement.
9. Entire Agreement
This Agreement is the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, written or oral. Any amendment must be in writing and signed by both parties.
Page 2 of 3
Signatures
Made with WalnutsHR Paper · Reviewed for Ontario · April 2026
Page 3 of 3
Compliance
Contractor classification is decided on substance, not the contract title. CRA / Revenu Québec / WCB will look at control, integration, ownership of tools, and chance of profit/loss. Misclassification can mean retroactive CPP, EI, and payroll-tax assessments.
About this template
An independent contractor agreement sets out the commercial relationship between a hiring company and a self-employed worker — covering scope, fees, IP, and the legal classification that keeps both parties on the right side of tax and employment-standards law.
When to use it
- You're engaging a freelancer, agency, or sole proprietor for a defined scope of work.
- You want to make IP ownership unambiguous before a single line of code or design is delivered.
- You need a paper trail that the relationship is contractor-to-client, not an employment relationship in disguise.
What to include
- Scope of services and deliverables (specific enough that completion is testable).
- Fees, payment cadence, and expense reimbursement rules.
- Independent contractor classification with explicit tax and benefit disclaimers.
- IP assignment of all work product (Canada also requires waiver of moral rights).
- Confidentiality with a survival clause.
- Termination notice and grounds for immediate termination on material breach.
- Governing law and jurisdiction for disputes.
Frequently asked questions
Does signing a contractor agreement protect me from misclassification claims?
No. Canadian and US tax authorities look at the substance of the relationship: who controls how the work is done, whose tools are used, who bears the risk of profit or loss, and whether the worker is integrated into the company. A contract that says "contractor" but a relationship that walks like employment will be re-characterized.
Should the contractor invoice us, or do we issue a 1099 / T4A?
The contractor invoices you (preferably in their business name with a GST/HST number for Canadian engagements over $30k/year). At year-end, Canadian engagers may need to file a T4A for fees over $500; US engagers issue a 1099-NEC for $600+ in payments.
How does this template handle Quebec contractors?
Quebec uses the civil law concept of the contract of enterprise (contrat d'entreprise) rather than common-law independent contracting. Our Quebec variant cites QPP/QPIP/QST instead of CPP/EI/HST and the Civil Code of Quebec on droits patrimoniaux vs droits moraux for IP. Bill 96 also requires that French be available unless the contractor specifically requests English.
Legal disclaimer. Misclassifying an employee as a contractor exposes you to retroactive CPP/EI/payroll-tax liability in Canada (CRA's RC4110) and equivalent IRS penalties in the US. A signed contractor agreement is necessary but not sufficient — substance matters more than form. Have an employment lawyer review your specific working relationship before relying on this template.
Save it. Brand it. Sign it.
Sign up free to save your templates, brand them with your logo, and send for e-signature — all from your WalnutsHR dashboard.
Votre base de données RH principale est hébergée dans une région canadienne. Les sous-traitants et tout traitement transfrontalier sont divulgués dans notre politique de confidentialité.
Essai gratuit de 30 jours · Aucune carte de crédit requise