Independent Contractor Agreement
contain drafting notes for the preparing attorney.
============================================================================
-->
INDEPENDENT CONTRACTOR AGREEMENT
State of Mississippi
Table of Contents
- Parties
- Recitals
- Scope of Services
- Term and Termination
- Compensation and Payment
- Independent Contractor Status
- Tax Obligations
- No Employee Benefits
- Insurance
- Intellectual Property
- Confidentiality
- Non-Competition and Non-Solicitation
- Indemnification
- Dispute Resolution
- Mississippi-Specific Notices
- General Provisions
- Signatures
1. PARTIES
This Independent Contractor Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date") by and between:
Company/Client:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: Mississippi ZIP: [____]
EIN/Tax ID: [________________________________]
Independent Contractor:
Name: [________________________________]
DBA (if applicable): [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [____]
SSN/EIN: [________________________________]
2. RECITALS
WHEREAS, Company desires to engage Contractor to perform certain services; and
WHEREAS, Contractor represents that Contractor is engaged in an independently established trade, occupation, or business;
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:
3. SCOPE OF SERVICES
3.1. Contractor shall perform the following services ("Services"):
[________________________________]
3.2. Deliverables: [________________________________]
3.3. Contractor shall determine the manner, method, and means of performing the Services. Company may specify desired results but shall not control the process.
4. TERM AND TERMINATION
4.1. Term. This Agreement begins on [__/__/____] and continues through [__/__/____], unless terminated earlier.
4.2. Termination for Convenience. Either Party may terminate upon [____] days' written notice.
4.3. Termination for Cause. Either Party may terminate immediately upon material breach if the breaching Party fails to cure within [____] days of written notice.
4.4. Effect of Termination. Upon termination, Contractor shall deliver all completed work and shall be paid for Services satisfactorily performed through the termination date.
5. COMPENSATION AND PAYMENT
5.1. Compensation. Company shall pay Contractor:
☐ Fixed fee of $[________________________________] for the project
☐ Hourly rate of $[________________________________] per hour
☐ Milestone-based payments per Exhibit A
☐ Other: [________________________________]
5.2. Invoicing. Contractor shall submit invoices [________________________________] (e.g., monthly, upon completion).
5.3. Payment Terms. Payment due within [____] days of receipt of valid invoice.
5.4. Expenses. Contractor is responsible for all business expenses unless pre-approved in writing. Pre-approved expenses: [________________________________]
6. INDEPENDENT CONTRACTOR STATUS
6.1. Classification. The Parties intend that Contractor is an independent contractor and not an employee. This Agreement does not create an employment, agency, joint venture, or partnership relationship.
6.2. Mississippi Classification Test. Mississippi applies the common-law right-to-control test to determine worker classification. Under Miss. Code Ann. § 71-3-3 and related case law, the following factors are evaluated:
☐ Contractor controls the manner and means of performing Services
☐ Contractor sets their own work schedule
☐ Contractor provides their own tools, equipment, and supplies
☐ Contractor has the right to hire assistants or subcontractors
☐ Contractor is free to work for other clients
☐ The relationship is for a specific project, not indefinite
☐ Contractor has an opportunity for profit or loss
☐ Contractor maintains their own business location and licenses
6.3. No Control Over Methods. Company shall not direct or control how Contractor performs the Services, only the desired result.
6.4. No Exclusivity. Contractor may engage in other business activities during the term of this Agreement.
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal, state, and local taxes, including Mississippi state income taxes and self-employment taxes.
7.2. Company shall not withhold taxes from Contractor's payments.
7.3. Company shall issue IRS Form 1099-NEC for payments of $600 or more in a calendar year.
7.4. Contractor shall provide a completed IRS Form W-9 before receiving the first payment.
8. NO EMPLOYEE BENEFITS
8.1. Contractor shall not be entitled to any employee benefits, including health insurance, retirement plans, paid leave, workers' compensation, or unemployment insurance benefits.
8.2. Contractor is solely responsible for obtaining personal insurance coverage.
9. INSURANCE
9.1. Contractor shall maintain at Contractor's expense:
☐ General liability insurance: $[________________________________] minimum
☐ Professional liability insurance: $[________________________________] minimum
☐ Workers' compensation insurance (if Contractor has employees)
☐ Commercial auto insurance (if applicable)
9.2. Contractor shall provide certificates of insurance upon request.
10. INTELLECTUAL PROPERTY
10.1. Work Product. All work product created under this Agreement ("Work Product") shall be:
☐ Owned by Company as work made for hire, with full assignment of rights
☐ Licensed to Company per terms: [________________________________]
☐ Owned by Contractor with a perpetual, non-exclusive license to Company
10.2. Pre-Existing IP. Contractor retains rights to pre-existing intellectual property and grants Company a non-exclusive license for any pre-existing IP incorporated into Work Product.
10.3. Assignment. To the extent Work Product does not qualify as work made for hire, Contractor assigns all rights, title, and interest to Company.
11. CONFIDENTIALITY
11.1. Definition. "Confidential Information" means all non-public information disclosed by Company, including trade secrets, business strategies, client data, and proprietary methods.
11.2. Obligations. Contractor shall: (a) maintain strict confidence; (b) not disclose to third parties without consent; (c) use solely for the Services.
11.3. Exceptions. Information that: (a) becomes publicly available without fault of Contractor; (b) was previously known; (c) is independently developed; or (d) is required by law to be disclosed.
11.4. Duration. Obligations survive termination for [____] years. Trade secrets are protected indefinitely under the Mississippi Uniform Trade Secrets Act (Miss. Code Ann. § 75-26-1 et seq.).
12. NON-COMPETITION AND NON-SOLICITATION
12.1. Non-Competition. During the term and for [____] months after termination, Contractor shall not compete within [________________________________] (geographic area).
12.2. Non-Solicitation. During the term and for [____] months after termination, Contractor shall not solicit Company's clients or employees.
12.3. Reasonableness. The Parties acknowledge the restrictions are reasonable and necessary to protect Company's legitimate business interests.
13. INDEMNIFICATION
13.1. Contractor shall indemnify, defend, and hold harmless Company from claims, damages, and liabilities arising from: (a) Contractor's performance of Services; (b) breach of this Agreement; (c) Contractor's negligence or willful misconduct; (d) claims that Contractor is an employee.
13.2. Company shall indemnify Contractor from claims arising from Company's negligence or willful misconduct.
14. DISPUTE RESOLUTION
14.1. Governing Law. This Agreement is governed by the laws of the State of Mississippi.
14.2. Mediation. The Parties shall first attempt resolution through mediation in [________________________________] County, Mississippi.
14.3. Arbitration / Litigation.
☐ Binding arbitration under the American Arbitration Association rules in [________________________________], Mississippi.
☐ Jurisdiction in the courts of [________________________________] County, Mississippi.
14.4. Attorneys' Fees. The prevailing party shall be entitled to reasonable attorneys' fees and costs.
15. MISSISSIPPI-SPECIFIC NOTICES
15.1. Classification Test. Mississippi applies the common-law right-to-control test, examining whether the employer controls the details and means of work performance. Key factors include control, method of payment, furnishing of equipment, right to terminate, and whether the work is part of the employer's regular business. See Miss. Code Ann. § 71-3-3; Kisner v. Jackson, 159 Miss. 424 (1931).
15.2. Employee Misclassification Prevention Act. Under Miss. Code Ann. § 27-7-901 et seq., employers who willfully misclassify employees face penalties including fines and liability for unpaid taxes and benefits.
15.3. Workers' Compensation Exclusion. Independent contractors are generally excluded from the Mississippi Workers' Compensation Act (Miss. Code Ann. § 71-3-1 et seq.). The nature-of-work test may apply in workers' compensation contexts to evaluate whether the work is an integral part of the employer's business.
15.4. Unemployment Insurance. Under Miss. Code Ann. § 71-5-11, the Mississippi Department of Employment Security (MDES) evaluates worker classification for unemployment insurance purposes using multiple factors including control, integration, and economic dependence.
15.5. Construction Industry. The construction industry in Mississippi faces heightened scrutiny for worker misclassification. Additional documentation may be required.
16. GENERAL PROVISIONS
16.1. Entire Agreement. This Agreement is the complete agreement and supersedes all prior discussions.
16.2. Amendments. Amendments require written agreement signed by both Parties.
16.3. Severability. Invalid provisions shall be severed without affecting the remainder.
16.4. Notices. Written notices shall be sent to the addresses above.
16.5. Assignment. Contractor may not assign without prior written consent.
16.6. Waiver. No waiver of any provision constitutes a waiver of future enforcement.
16.7. Counterparts. May be executed in counterparts.
17. SIGNATURES
IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.
COMPANY/CLIENT:
Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]
INDEPENDENT CONTRACTOR:
Signature: [________________________________]
Printed Name: [________________________________]
Title/DBA: [________________________________]
Date: [__/__/____]
EXHIBIT A — STATEMENT OF WORK
[________________________________]
Sources and References:
About This Template
A contract is a written record of what two or more parties agreed to and what happens if someone does not follow through. Clear language, defined terms, and clean signature blocks keep disputes small and enforceable. The most common mistakes in contracts come from vague promises, missing details about timing or payment, and skipping standard protective clauses like governing law and dispute resolution.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: May 2026