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Independent Contractor Agreement, Filled In
Describe the work and get Common Paper's contractor agreement filled in, with a check on whether this person can really be a contractor.
River drafts an independent contractor agreement for the business doing the hiring, whether that is a startup, a shop or a nonprofit, starting from Common Paper's free independent contractor agreement. It fills the statement of work from your description: the services, schedule, rate, payment terms, governing law and courts. The form's own terms stay word for word. Anything that has to change for your situation goes in the statement of work's other terms, where the contractor can see exactly what was added and why.
Two things go wrong with contractor paperwork, and a form cannot fix either one alone. The first is classification. Calling someone a contractor does not make them one, because tax and labor agencies look at how the work actually runs. The second is ownership. A contractor usually keeps the copyright in what they make unless they assign it in writing, since commissioned work counts as work made for hire only in nine narrow categories. River checks both before you sign.
It is written for founders, small businesses and nonprofits engaging freelancers, consultants and part-time specialists. In California, one detail matters: a signed work made for hire clause can make an individual contractor an employee for workers' compensation purposes, so River flags it. If the work is finished and you only need the rights, use the contractor IP assignment agreement. For confidentiality alone before hiring anyone, the NDA generator is quicker.
What decides whether a contractor is really a contractor
Federal tax law asks who controls the work. The IRS sorts the evidence into behavioral control, financial control and the relationship of the parties, and no single fact decides it. Someone who sets their own hours, uses their own equipment, invoices several clients and can make or lose money on a project looks like a contractor. Someone you train, schedule and supervise like your staff looks like an employee, whatever the agreement calls them.
Several states are stricter. California presumes a worker is an employee unless the hiring business proves three things, including that the work is outside the usual course of its business. Common Paper's form states that very fact in its contractor status section. So if the contractor will do the same work your staff or program does, that sentence is not true, and signing it does not make it true. River reads your description against the form and tells you plainly.
One more gap is a federal notice most contractor agreements leave out. The Defend Trade Secrets Act counts contractors as employees for its whistleblower immunity notice. An agreement governing confidential information that omits it means the company cannot recover exemplary damages or attorney fees from that person under the Act. The form does not include the notice, so River adds it in the other terms, along with a start date reaching back when work began before anything was signed.
How it works
Describe the work
Who you are hiring, what they will do, for how long, and how you will pay them.
Classification gets checked
How the work will run is read against federal and state tests before anything is drafted.
Get the agreement
The standard form with its statement of work filled in, plus notes on anything to change.
Refine in chat
Ask to add milestones, cover work already started, or write the email that sends it.
What you get
- Common Paper's independent contractor agreement, with the statement of work filled in from your description
- A plain classification read on how the work will run, with the specific facts behind it
- A flag wherever the form's wording does not match your facts, such as usual course of business
- Ownership wording checked for California, where a work made for hire clause can create employee status
- The federal whistleblower notice the form leaves out, added in the statement of work's other terms
- Every missing name, date or figure marked for you to confirm instead of quietly guessed
Common questions
Is this legal advice?
No. River drafts the agreement from a standard form and your facts, explains its choices and marks anything it could not confirm, but it does not give legal advice or decide how an agency would classify the worker. Misclassification is assessed back to the start of the engagement, so have a lawyer review the draft when the classification read is anything but clear.
What if the person looks more like an employee?
River tells you before the agreement and names the facts that drove the read. It then lays out the realistic options: change how the work runs so it genuinely is contract work, hire the person as an employee, or use an employer of record. It still drafts the agreement if you ask, clearly marked as depending on that question being resolved.
They started working before anything was signed. Is that a problem?
It is common and fixable, but fix it now. River sets the services to start on the day work actually began, so the assignment of ownership reaches everything already made. If the work is finished and you only need the rights, the contractor IP assignment agreement does that job on its own.
Why start from Common Paper's form?
Because a contractor's lawyer can read a published standard form quickly and trust that nothing is hidden in it. Common Paper publishes its agreements free under a Creative Commons license, and its contractor agreement already assigns ownership of the work to you. River keeps those terms as written and puts your changes in one visible place.
We're a nonprofit paying from a grant. Anything different?
Possibly. Federal awards and pass-through grants can set procurement rules for how you chose the contractor, require specific clauses in the contract, and impose record keeping. River flags these as items to check against your award terms, which control. If the contractor is a board member or related to one, it also flags your conflict of interest process.
Can we pay a contractor in equity?
Sometimes, but not through this agreement. Granting equity raises securities, valuation and tax questions for both sides, and a nonprofit has no equity to grant. River notes it and leaves equity terms out, because they belong in a separate grant approved by your board with your lawyer's help, alongside your cap table.
Does it work for contractors outside the United States?
Only partly. The form and the checks here are built on United States law. A contractor abroad brings that country's employment, tax and intellectual property rules, which can override what the agreement says. River marks those questions for a local lawyer instead of guessing at foreign law, and fills in everything else.
Sources
- U.S. Copyright OfficeCircular 30 Works Made For Hire (opens in a new tab)
- California Legislative InformationCodes displaySection.xhtml (opens in a new tab)
- IRSIndependent contractor (self-employed) or employee? (opens in a new tab)
- California Legislative InformationCodes displaySection.xhtml (opens in a new tab)
- Cornell Law School18 U.S. Code § 1833 — Exceptions to prohibitions (opens in a new tab)
Built by
Chandler Supple
Co-founder & CEO, River
Chandler has spent the last six years working in AI, building tools for millions of users and Fortune 100 companies. In 2025, he co-founded River to build a new kind of operating system for AI agents.
Independent Contractor Agreement, Filled In
Describe what you need, add any files you have, and your workspace opens with the work already underway.