Independent Contractor Agreements Attorney

A proper IC agreement should define the scope of work, compensation terms, project timeline, ownership of work product/IP, confidentiality obligations, termination provisions, and indemnification. It should reflect the actual independent nature of the relationship: the contractor controls how, when, and where work is performed. Agreements that micromanage the contractor's methods may support a misclassification claim.

Conversely, calling someone an independent contractor in an agreement does not make them one. Under California's ABC test (AB 5) and New York's common law test, the actual working relationship determines classification regardless of what the contract says. Courts look beyond the agreement to the economic reality of the relationship. A contract label is just one factor and is often given little weight.

In California, non-compete clauses in independent contractor agreements are void under B&P Code § 16600, the same as for employees. In New York, non-competes in IC agreements face additional scrutiny because they restrict a business person's livelihood. Exclusivity clauses that effectively function as non-competes may also be unenforceable. An attorney can evaluate whether specific restrictions are valid.

Signing an IC agreement when you are actually an employee means you lose overtime protections, minimum wage guarantees, meal and rest break rights, workers compensation coverage, unemployment insurance, employer-provided benefits, and the right to be reimbursed for business expenses. You can challenge misclassification even after signing an IC agreement — the agreement does not waive your rights as an employee.