Independent Contractor Agreement - Mississippi
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. Classification facts. The parties record the actual working arrangement below. For unemployment insurance, the Mississippi Department of Employment Security evaluates all relevant facts under Miss. Code Ann. § 71-5-11(J)(14). Its guidance considers control, the nature of the business, who furnishes tools and materials, place of work, duration, payment method, and the worker's relationship to the firm. No single box or contract label decides status.
☐ 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. The parties expect Contractor to handle taxes on payments under this agreement according to the classification required by applicable law. This agreement does not decide either party's tax obligations if an agency determines a different classification.
7.2. Company will apply the withholding and reporting rules required by law for the actual relationship.
7.3. Company shall issue Form 1099-NEC or another information return when required by current federal law and IRS instructions.
7.4. Contractor shall provide a completed IRS Form W-9 before receiving the first payment.
8. NO EMPLOYEE BENEFITS
8.1. The parties do not agree to employer-provided benefits under this contract. This term does not decide worker status or waive any workers' compensation, unemployment insurance, or other benefit that applicable law provides.
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. Actual relationship. The facts of the work, rather than the title of this contract, matter to classification. The parties should update their description if supervision, equipment, payment, or the length of the engagement changes.
15.2. Classification review. The parties' description of Contractor as an independent contractor does not decide unemployment-insurance classification. MDES evaluates the actual working relationship under Miss. Code Ann. § 71-5-11(J)(14); ask MDES or qualified counsel when the facts are uncertain.
15.3. Workers' compensation. The parties' description of their relationship does not determine coverage. Identify any policy, certificate, or classification advice obtained for this engagement here: [DETAILS OR NONE].
15.4. Unemployment insurance. MDES evaluates the actual relationship using the factors in its worker-classification guidance. The parties will provide accurate work and payment facts if MDES requests them.
15.5. Project records. For construction work, attach the scope, invoices, insurance information, and any applicable license details so the parties can document the actual arrangement.
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
- Last updated
- November 6, 2026
- Jurisdiction
- Mississippi
- Category
- Contracts & Agreements
Legal authority
- Miss. Code Ann. § 71-5-11 (Employment Security Law — Services Definition)
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.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
The statutes this template relies on are listed under Legal authority.
Miss. Code Ann. § 71-5-11(J)(14) (MDES worker classification guidance) (checked November 6, 2026): "Under Mississippi Law §71-5-11 J.(14), the Mississippi Department of Employment Security (MDES) is the governing authority to make this decision. Neither the employer, nor the worker, has the authority to make this distinction."
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