How to draft an independent contractor agreement

• Use the right words, set the right tone (refer to the worker as an independent contractor, refer to fees, not to salary, etc.).

• Carefully describe the method of payment.

• Avoid exclusivity clauses and noncompete agreements.

• Do not require personal services.

• Don't exercise control over what hours the contractor is to work.

• Focus on results. What benefit and in what time frame does the company want to receive from this worker?

• Beware of employment-at-will pitfalls. Employment-at-will language should be strictly avoided in the agreement, as its use will strongly suggest employee status.

• Safeguard the right of the contractor to refuse a job.

• Ensure that the contractor retain rights as helpers and assistants.

• Specify that the contractor, not your company, will supply tools, equipment, etc.

• Spell out termination of services.

• Do not include an automatic renewal provision in an independent contractor agreement.

• Ensure that you are in compliance with reference requirements mandated by law (applicable in some industries such as in trucking).

For a sample independent contractor agreement, see ¶20,235 .