Contractor review

Independent Contractor Agreement Review

Paste your 1099, contractor, or consulting agreement. The AI flags unfair payment and IP terms, broad restrictions, and clauses that make the role look more like employment than independent work.

Six checks

What a fair contractor agreement looks like

Contractor agreement checksDiagram: six contractor agreement checks — you control the method, free to take other clients, clear timely payment, IP limited to deliverables, narrow restrictions, mutual termination.Contractor agreement checksSix areas our AI inspects on every pasteYou control the methodResults, not hours or supervisionFree to take other clientsNo blanket exclusivityClear, timely paymentFixed net terms, no sole discretionIP limited to deliverablesPre-existing work carved outNarrow restrictionsReasonable non-compete, if anyMutual terminationPaid for work performedFreeContractReviewer.com

Review your contractor agreement

Contract type

Drag and drop your contract here

or

PDFDOCXup to 5 MB

Text-based files work best. Scanned, image-only PDFs can't be read — paste the text instead.

Used only to generate this review · not stored

AI review is informational only and not legal advice.

What contractors should check

Six clauses that decide whether the deal is fair

  • Control over how you work

    Set hours, a required location, and daily supervision are hallmarks of employment, not contracting. The agreement should control the result, not the method.

  • Exclusivity

    A ban on other clients removes the independence that defines a contractor — and your ability to replace this income.

  • Payment and approval

    Net 60 is long, and “payment for work deemed satisfactory in Company's sole discretion” lets the client decide whether to pay at all.

  • IP that reaches your own time

    Assigning everything “conceived during the term, whether or not related” can capture side projects you build on your own time.

  • Non-compete reach

    A nationwide ban on your trade for 18 months can be harder to justify for a contractor than an employee, and many places restrict them.

  • Uneven termination

    Immediate termination for the client but 90 days' notice for you, with no pay for uninvoiced work, is one-sided.

Plain-English answers

How do I review an independent contractor agreement?

Read it for four things: what you must deliver, when and how you get paid, what you give up (IP, other clients, future work), and how either side can end it.

Then look at how the work will actually happen. A contract that calls you independent but dictates your hours, tools, and methods sends mixed signals. Paste the agreement above for a clause-by-clause review, or use the legalese translator on any single clause you don't follow.

Which terms suggest a contractor is really an employee?

Control is the common thread: who decides when, where, and how the work is done, who supplies the tools, and whether you can work for others.

The IRS groups the evidence into behavioral control, financial control, and the type of relationship. The U.S. Department of Labor looks at the economic reality of the relationship, and some states, including California, apply a stricter ABC test. The contract wording alone does not decide the question, but terms like fixed hours, required on-site work, exclusivity, and an indefinite term all point toward employment.

What payment terms should a contractor ask for?

A fixed net term from invoice (Net 15 or Net 30), a deposit or milestone payments for larger projects, a late-payment clause, and payment for all work performed if the client ends the contract early.

Avoid wording that lets the client withhold payment at its sole discretion. Use the late fee calculator to draft a late-payment clause, and the kill fee calculator for cancellation terms.

Clause examples

Risky wording vs. safer wording

Illustrative examples to help you frame a counter-proposal. They are not ready-made contract language.

Control

Risky

“Consultant shall work from Company's office 9:00 to 5:00 and report daily to Company's manager, who will direct the manner in which the work is performed.”

Safer

“Consultant will determine the method, schedule, and location of the work, and is responsible only for delivering the Services described in Schedule A by the agreed dates.”

Controlling the result rather than the method keeps the relationship clearly independent — protecting both sides from misclassification.

Intellectual property

Risky

“All inventions conceived by Consultant during the term, whether or not related to the Services or created on Consultant's own time, belong to Company.”

Safer

“Company owns the deliverables created specifically for it under this Agreement once paid for. Consultant keeps its pre-existing materials and anything developed independently of the Services.”

Limiting the assignment to paid deliverables protects your tools, your side projects, and your next client's work.

Termination

Risky

“Company may terminate immediately. Consultant may terminate on ninety (90) days' notice. Company has no obligation to pay for work not yet invoiced.”

Safer

“Either party may terminate on fourteen (14) days' written notice. Company will pay for all Services performed through the termination date.”

Mutual notice and payment for work performed are the baseline for a fair engagement.

FAQ

Independent contractor agreement questions

  • What should an independent contractor agreement include?
    A clear description of the services and deliverables, the fee and payment terms, who pays expenses and taxes, IP ownership with carve-outs for your pre-existing materials, confidentiality, termination rights and payment for work done, liability limits, and a statement that you control how the work is done.
  • What are the red flags in a 1099 contract?
    Set hours or a required location, close supervision, exclusivity, an open-ended term, long or discretionary payment terms, IP clauses that reach work on your own time, broad non-competes, and one-sided termination or indemnity. Several of these together may also suggest the role is really employment.
  • What is worker misclassification?
    It is treating someone as an independent contractor when the law would see them as an employee. Tests differ — the IRS looks at behavioral control, financial control, and the relationship, and some states use a stricter ABC test — but how the work is actually controlled matters more than the label in the contract.
  • Is a consulting agreement the same as an independent contractor agreement?
    Mostly. A consulting agreement is an independent contractor agreement for advisory or professional services. The same checks apply, and this reviewer handles both.
  • Can the AI tell me if I'm misclassified?
    No. It can flag contract terms that point toward an employment-style relationship, but classification depends on how the work is done in practice and on the law where you work. Speak to an employment lawyer or your local labor agency if you're unsure.
  • Is this legal advice?
    No. The review is informational. For long engagements, large fees, or broad restrictions, have a lawyer in your jurisdiction review the agreement.

FreeContractReviewer.com provides AI-generated information to help you understand possible contract issues. It is not legal advice and does not replace a qualified lawyer.