Independent Contractor Agreement - Georgia

GEORGIA INDEPENDENT CONTRACTOR SERVICES AGREEMENT

CLASSIFICATION NOTICE: Calling a worker an “independent contractor” does not determine legal status. Georgia Department of Labor rules state that contract language and the parties' beliefs are not controlling for unemployment-insurance purposes. The actual relationship must satisfy the governing test throughout the engagement.

This Independent Contractor Services Agreement (the “Agreement”) is entered as of [__/__/____] by and between:

The Company and Contractor are each a “Party” and together the “Parties.”

1. SERVICES AND STATEMENTS OF WORK

1.1 Engagement

The Company engages Contractor to perform the services described in one or more signed statements of work (“SOWs”). Contractor accepts the engagement subject to this Agreement.

1.2 Required SOW Terms

Each SOW must state:

• the services and deliverables;
• objective acceptance criteria;
• project dates or requested deadlines;
• fixed, per-project, milestone, or per-unit compensation;
• approved expenses, if any;
• required licenses, security controls, and insurance; and
• any Company property or system access provided.

1.3 Changes

A change to scope, price, or deadline is effective only in a writing signed by both Parties. The Company may define the desired result, specifications, legal requirements, security requirements, and requested deadlines without directing Contractor's day-to-day manner or means of performance.

2. TERM

2.1 Term

This Agreement begins on [__/__/____] and continues until [__/__/____ / completion of all SOWs], unless earlier terminated under Section 13.

2.2 No Guaranteed Work

Unless an SOW expressly states otherwise, the Company is not required to offer a minimum amount of work, and Contractor is free to accept or reject each proposed assignment without penalty.

3. INDEPENDENT BUSINESS AND CONTROL OF WORK

3.1 Intended Relationship

The Parties intend a business-to-business relationship. Contractor is not authorized to bind the Company, sign in the Company's name, hire on the Company's behalf, or make representations as the Company's employee or agent.

3.2 Contractor's Control

Subject to the agreed result and lawful project requirements, Contractor controls the time, manner, method, sequence, and place of performance. Contractor will:

☐ set its own work schedule;

☐ receive only minimal instructions and no direct day-to-day supervision;

☐ supply its ordinary tools, equipment, workspace, and business expenses;

☐ decide how to perform the work and how to allocate qualified personnel;

☐ remain free from territorial restrictions except those objectively necessary for a specific SOW; and

☐ remain responsible for correcting rejected work that does not meet the SOW's acceptance criteria.

3.3 Freedom to Work for Others

Contractor may provide services to other clients at the same time, including services in the same trade, occupation, profession, or line of work, provided Contractor does not misuse the Company's Confidential Information or create an unmanageable conflict of interest.

3.4 Independently Established Business

Contractor represents that it is customarily engaged in an independently established business providing the same type of services offered under this Agreement. Contractor will maintain evidence appropriate to its business, which may include:

☐ services provided to other clients;

☐ business registrations and occupational tax certificates;

☐ advertising, website, or business listings;

☐ separate business records, bank account, and invoicing system;

☐ licenses required for the services; and

☐ insurance maintained in Contractor's business name.

Holding a professional or occupational license alone does not establish the independently established-business requirement for Georgia unemployment-insurance purposes.

3.5 Georgia Unemployment-Insurance Test

O.C.G.A. § 34-8-35(f) generally treats services performed for wages as employment unless the statutory exception is shown. The Parties intend their actual relationship to support both:

1. freedom from control or direction under the contract and in fact, evaluated through the statutory control indicators; and
2. a customarily and independently established trade, occupation, profession, or business.

The Georgia Department of Labor may examine direction or control exercised by the paying entity and any other entity for which the services were actually performed. The entity bearing the statutory burden must be prepared to prove the exemption with facts and records.

3.6 Separate Federal Tax Review

Federal tax classification is a separate inquiry. The Parties will evaluate the IRS categories of behavioral control, financial control, and type of relationship. No single factor or contract label controls the federal determination.

3.7 Reclassification

If a government agency or court determines that Contractor or any individual performing the Services is an employee for a particular law, the Parties will comply with that determination. Nothing in this Agreement waives wages, benefits, taxes, insurance, or other rights or obligations that cannot lawfully be waived.

4. COMPENSATION, INVOICES, AND TAXES

4.1 Fees

The Company will pay the fees stated in each SOW. The preferred pricing method is:

☐ fixed project price

☐ milestone price

☐ per-unit price

☐ other: [________________________________]

Any hourly rate must be reviewed with counsel for consistency with the actual relationship and applicable classification rules.

4.2 Invoices and Payment

Contractor will submit an itemized invoice [weekly / monthly / by milestone]. The Company will pay undisputed amounts within [____] days after receipt.

The Company must identify a disputed item in writing within [____] days. The Parties will work promptly to resolve the dispute and the Company will pay undisputed portions when due.

4.3 Expenses

Contractor bears its ordinary business expenses. The Company will reimburse only expenses expressly approved in the applicable SOW and supported by receipts.

4.4 Taxes and Information Reporting

Contractor is responsible for taxes and filings imposed on Contractor's business and personnel. The Company may report payments and withhold amounts when required by applicable law. This allocation does not control worker status or eliminate any tax liability imposed on the Company by law.

5. OPTIONAL PORTABLE-BENEFIT CONTRIBUTIONS

Select one:

☐ Not applicable. The Company will not withhold or contribute compensation to a portable benefit account.

☐ Separate authorization required. The Parties will complete Exhibit D before any withholding from Contractor's compensation.

Under O.C.G.A. § 34-8-43.1, an authorization to withhold compensation for a portable benefit account must be written, clear, unambiguous, prominently displayed, voluntary, affirmative opt-in, and revocable by Contractor at any time. A compliant voluntary contribution does not by itself cause the contributor to be classified as an employer under O.C.G.A. § 34-8-33 or the services to be classified as employment under § 34-8-35. It does not replace any other classification analysis.

6. PERSONNEL AND SUBCONTRACTORS

6.1 Personnel

Contractor chooses, directs, and pays its personnel. Contractor is responsible for their qualifications, compensation, tax treatment, supervision, and compliance with this Agreement.

6.2 Subcontractors

☐ Contractor may use qualified subcontractors without prior consent.

☐ Contractor must obtain the Company's written consent before using a subcontractor with access to Company systems, personal information, or a restricted worksite.

Contractor remains responsible for subcontracted work. Approval of a subcontractor does not authorize the Company to direct that subcontractor's day-to-day work.

7. LICENSES, INSURANCE, AND WORKERS' COMPENSATION

7.1 Licenses

Contractor will maintain licenses and permits legally required for the Services and will notify the Company promptly of any suspension, restriction, or lapse.

7.2 Negotiated Insurance

During the applicable SOW, Contractor will maintain the coverage selected below:

☐ Commercial general liability: $[____________] per occurrence

☐ Professional liability / errors and omissions: $[____________]

☐ Automobile liability: $[____________]

☐ Cyber / privacy liability: $[____________]

☐ Other: [________________________________]

Certificates of insurance are evidence of coverage only and do not determine worker status.

7.3 Georgia Workers' Compensation Review

The Parties will determine coverage from the actual business structure and workforce:

• a Georgia employer regularly employing three or more persons, full-time or part-time, generally must secure workers' compensation coverage;
• corporate officers and LLC members count toward that threshold even if up to five reject their own coverage through Form WC-10;
• a sole proprietor or partner is not treated as the business's employee unless that person elects coverage through Form WC-10; and
• a contractor that sublets work may face responsibility for a subcontractor's employees when the subcontractor lacks required coverage.

The State Board's Form WC-10 expressly states that it is not a general waiver of coverage and must not be accepted as one.

Contractor will provide, as applicable:

☐ certificate of workers' compensation insurance;

☐ approved self-insurance evidence;

☐ Form WC-10 reflecting a valid election or rejection for the person identified on the form; or

☐ written explanation, reviewed by counsel or an insurance professional, of why coverage is not required.

8. PERFORMANCE, ACCEPTANCE, AND RECORDS

8.1 Standard

Contractor will perform professionally, safely, and in accordance with the SOW, applicable licenses, and laws governing the Services.

8.2 Acceptance

The Company will review each deliverable within [____] business days. A rejection must identify the unmet acceptance criterion. Contractor will correct a valid nonconformity within [____] business days or another agreed period.

8.3 Records

Each Party will maintain records reasonably necessary to support invoices, classification review, licenses, insurance, security obligations, and tax reporting for [____] years or the longer period required by applicable law.

9. INTELLECTUAL PROPERTY

9.1 Background Materials

Each Party retains ownership of materials developed independently of this Agreement and identified in the SOW as background materials.

9.2 Work Made for Hire and Assignment

To the extent a deliverable qualifies as a specially ordered or commissioned work made for hire under 17 U.S.C. § 101, the Parties expressly agree that it is a work made for hire for the Company.

Because commissioned works qualify only in the statutory categories and under a signed written agreement, Contractor also assigns to the Company, upon payment for the applicable deliverable, all transferable right, title, and interest in that deliverable, excluding identified background materials.

9.3 Background-Material License

Contractor grants the Company a [perpetual / term-limited], [worldwide], [royalty-free] license to background materials embedded in a paid deliverable only to the extent necessary to use that deliverable.

9.4 Further Assurances

Contractor will sign reasonable documents needed to confirm the ownership and license terms in this Section. The Company will reimburse reasonable pre-approved out-of-pocket costs for post-termination assistance.

10. CONFIDENTIALITY AND DATA SECURITY

10.1 Confidential Information

“Confidential Information” means nonpublic information disclosed for the engagement that is marked confidential or reasonably understood to be confidential. It excludes information that Contractor documents was already known without duty, independently developed, lawfully received without restriction, or publicly available without breach.

10.2 Duties

The receiving Party will:

• use Confidential Information only for this Agreement;
• disclose it only to personnel who need it and are bound to protect it;
• use reasonable safeguards appropriate to its sensitivity; and
• return or destroy it on request, subject to lawful retention and backup practices.

10.3 Required Disclosure

A Party may disclose information when legally required. When permitted, it will give prompt notice and reasonable cooperation regarding protective relief.

10.4 Security Incident

Contractor will notify the Company without unreasonable delay after discovering unauthorized access to Company data and will provide facts reasonably needed for the Company's legal response.

11. REPRESENTATIONS AND COMPLIANCE

Each Party represents that it has authority to sign this Agreement. Contractor further represents that:

1. performance will not breach another agreement;
2. Contractor will not introduce third-party material without authority and required notices;
3. Contractor will comply with laws specifically applicable to the Services;
4. Contractor is not relying on this Agreement alone to establish independent-contractor status; and
5. information provided in the classification checklist is accurate and will be updated if circumstances change.

12. INDEMNITY AND LIMITATION OF LIABILITY

12.1 Contractor Indemnity

Contractor will defend and indemnify the Company from a third-party claim to the extent caused by Contractor's negligence, willful misconduct, breach of confidentiality, or infringement by a deliverable, subject to prompt notice and control of the defense.

12.2 Company Indemnity

The Company will defend and indemnify Contractor from a third-party claim to the extent caused by Company materials, instructions that Contractor timely identified as unlawful, or the Company's negligence or willful misconduct.

12.3 Classification and Tax Assessments

Neither Party is indemnified for taxes, wages, penalties, insurance obligations, or benefits imposed because of that Party's own direction, control, reporting failure, or misrepresentation. Any broader allocation must be separately drafted by Georgia counsel and may not waive obligations owed to a worker or government.

12.4 Liability Cap

Except for unpaid fees, fraud, willful misconduct, confidentiality or data-security breach, infringement, indemnity obligations, or liability that cannot lawfully be limited, each Party's aggregate liability is limited to [FEES PAID OR PAYABLE UNDER THE AFFECTED SOW / $________].

Neither Party is liable for consequential, incidental, or special damages to the extent the exclusion is enforceable, except for damages payable to a third party under a covered indemnity.

13. TERMINATION

13.1 Convenience

Either Party may terminate an SOW or this Agreement on [____] days' written notice. The Company will pay for accepted work completed through the termination date and authorized noncancelable commitments.

13.2 Cause

A Party may terminate for material breach not cured within [____] days after detailed written notice. No cure period is required for unlawful conduct, deliberate misuse of Confidential Information, or a breach that cannot reasonably be cured.

13.3 Effect

On termination, Contractor will stop work as directed, deliver paid work in progress, return Company property, submit a final invoice, and protect Confidential Information. Sections intended by their nature to survive will remain effective.

14. DISPUTES

14.1 Governing Law

Georgia law governs this Agreement, without applying rules that would select another jurisdiction's law.

14.2 Forum

Unless the Parties sign a valid post-dispute agreement, an action relating to this Agreement must be filed in a state or federal court with subject-matter jurisdiction located in [COUNTY], Georgia. Each Party consents to personal jurisdiction and may raise any nonwaivable venue objection.

14.3 No Predispute Jury Waiver

This Agreement intentionally contains no predispute contractual waiver of jury trial. Any waiver or stipulation after a dispute arises must comply with then-applicable law and court procedure.

14.4 No Predispute Arbitration Clause

This Agreement contains no arbitration clause. The Parties may agree to mediation or arbitration after a dispute arises by a separate writing identifying the dispute and governing procedure.

14.5 Equitable Relief

A Party may request temporary or permanent equitable relief when available under applicable law. This provision does not create a presumption of irreparable harm or eliminate any required showing, bond, defense, or remedy limitation.

15. GENERAL TERMS

1. Notices. Notices must be in writing and delivered by personal delivery, nationally recognized courier, certified mail, or confirmed email to the addresses stated below.
2. Assignment. Neither Party may assign this Agreement without written consent, except to a successor in a merger or sale of substantially all relevant assets that assumes the Agreement in writing.
3. No authority. Contractor may not incur obligations in the Company's name.
4. No exclusivity. The engagement is nonexclusive unless a specific SOW, reviewed by counsel, states a narrowly tailored exception.
5. Entire agreement. This Agreement and signed SOWs are the complete agreement on their subject matter.
6. Amendment. An amendment must be in a writing signed by both Parties.
7. Severability. An unenforceable provision will be narrowed only to the extent permitted; the remainder continues in effect.
8. Waiver. Failure to enforce a provision is not a continuing waiver.
9. Counterparts and electronic signatures. The Parties may sign counterparts and use electronic signatures to the extent permitted by applicable law.
10. Order of precedence. A signed SOW controls over this Agreement only when it identifies the provision being changed.

16. SIGNATURES

EXHIBIT A — STATEMENT OF WORK

Company signature: [________________________________] Date: [__/__/____]

Contractor signature: [________________________________] Date: [__/__/____]

EXHIBIT B — GEORGIA CLASSIFICATION CHECKLIST

Complete before work begins and update if the facts change.

☐ Contractor may work for other companies contemporaneously.

☐ Contractor may accept or reject assignments without consequence.

☐ No minimum hours or minimum sales orders are prescribed.

☐ Contractor controls its schedule.

☐ Instructions are limited to results, specifications, location when necessary, and requested deadlines.

☐ Contractor receives no direct day-to-day oversight or supervision.

☐ No unnecessary territorial or geographic restriction applies.

☐ Contractor is not compelled to perform or behave in a manner inconsistent with independent control.

☐ Contractor provides the same line of services to clients other than the Company.

☐ Contractor maintains an independently established business.

☐ Company and Contractor separately reviewed federal tax-classification factors.

☐ Workers' compensation coverage and elections were reviewed using actual entity and workforce facts.

Reviewed by Company: [________________________________] Date: [__/__/____]

Reviewed by Contractor: [________________________________] Date: [__/__/____]

EXHIBIT C — INSURANCE AND LICENSE SCHEDULE

EXHIBIT D — OPTIONAL PORTABLE-BENEFIT WITHHOLDING AUTHORIZATION

Complete only if Contractor affirmatively chooses withholding for a portable benefit account. This exhibit must remain clear, unambiguous, and prominently displayed.

☐ I OPT IN. Contractor voluntarily authorizes the Company to withhold [$________ / ____%] from compensation otherwise owed under [SOW] and transmit it to the following portable benefit account:

Provider: [________________________________]

Account identifier: [________________________________]

Start date: [__/__/____]

Contractor may opt out at any time by written notice to [EMAIL / ADDRESS]. The opt-out will apply as soon as reasonably administratively practicable and no later than [____] business days after receipt.

Contractor signature: [________________________________] Date: [__/__/____]

Company acknowledgment: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Georgia Department of Labor, Rules 300-2-5-.01 and 300-2-7-.13, amended October 22, 2024: https://dol.georgia.gov/document/gdol-rules/gdol-rules-300-2-employment-security-law-amended-10-22-24/download
• Governor of Georgia, signed H.B. 987 (2026), Voluntary Portable Benefit Plan Act: https://gov.georgia.gov/document/2026-signed-legislation/hb-987/download
• Georgia State Board of Workers' Compensation, Employer Information: https://sbwc.georgia.gov/employer-information
• Georgia State Board of Workers' Compensation, Form WC-10: https://sbwc.georgia.gov/document/board-form/wc-10/download
• IRS, Independent Contractor or Employee, updated May 19, 2026: https://www.irs.gov/businesses/small-businesses-self-employed/independent-contractor-self-employed-or-employee
• U.S. Copyright Office, Circular 30, Works Made for Hire, revised August 2024: https://www.copyright.gov/circs/circ30.pdf

Georgia-specific independent-contractor agreement. Legal and tax review required before use.