Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT
State of North Dakota
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
- North Dakota-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: North Dakota 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 an independently established business and can prove independent contractor status under North Dakota's common-law test;
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 only.
4. TERM AND TERMINATION
4.1. Term. This Agreement begins on [__/__/____] and continues through [__/__/____].
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 not cured within [____] days.
4.4. Effect of Termination. Contractor delivers all completed work and is paid for Services performed through termination.
5. COMPENSATION AND PAYMENT
5.1. Compensation.
☐ Fixed fee of $[________________________________]
☐ Hourly rate of $[________________________________] per hour
☐ Milestone-based payments per Exhibit A
☐ Other: [________________________________]
5.2. Invoicing. Contractor shall submit invoices [________________________________].
5.3. Payment Terms. Payment due within [____] days of valid invoice.
5.4. Expenses. Contractor bears all expenses unless pre-approved. Pre-approved expenses: [________________________________]
6. INDEPENDENT CONTRACTOR STATUS
6.1. Classification. Contractor is an independent contractor. This Agreement creates no employment, agency, joint venture, or partnership.
6.2. North Dakota Common-Law 20-Factor Test. Under N.D. Cent. Code § 52-01-01 and related administrative guidance, workers are presumed to be employees. Contractor must demonstrate independence. The following factors support IC status:
☐ Contractor controls when, where, and how Services are performed
☐ Contractor sets their own schedule without required hours
☐ Contractor provides their own tools, equipment, and supplies
☐ Contractor has the right to hire and pay assistants
☐ Contractor is free to work for other clients simultaneously
☐ Contractor maintains an independently established business
☐ Contractor has a significant investment in their own business
☐ Contractor has an opportunity for profit or loss
☐ Contractor is not integrated into Company's regular operations
☐ The relationship is project-based, not continuing indefinitely
☐ Contractor is not required to submit regular reports
☐ Contractor is not trained by Company
6.3. Burden of Proof. The Parties acknowledge that under North Dakota law, the person asserting independent contractor status bears the burden of proof.
6.4. No Control. Company shall not control the details, manner, or means of Contractor's work.
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal, state, and local taxes, including North Dakota state income taxes and self-employment taxes.
7.2. Company shall not withhold taxes from payments.
7.3. Company shall issue IRS Form 1099-NEC for payments of $600 or more.
7.4. Contractor shall provide a completed W-9 prior to first payment.
8. NO EMPLOYEE BENEFITS
8.1. Contractor is not entitled to any employee benefits, including health insurance, retirement, paid leave, workers' compensation through WSI, or unemployment insurance.
8.2. Contractor is 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 coverage through WSI (if Contractor has employees)
☐ Commercial auto insurance (if applicable)
9.2. Certificates of insurance shall be provided upon request.
10. INTELLECTUAL PROPERTY
10.1. Work Product. All work product shall be:
☐ Owned by Company as work made for hire with full assignment
☐ Licensed to Company per: [________________________________]
☐ Owned by Contractor with perpetual non-exclusive license to Company
10.2. Pre-Existing IP. Contractor retains pre-existing IP rights and grants Company a non-exclusive license for incorporated materials.
10.3. Assignment. Contractor assigns all rights in Work Product not qualifying as work made for hire.
11. CONFIDENTIALITY
11.1. Definition. "Confidential Information" means all non-public information disclosed by Company.
11.2. Obligations. Contractor shall maintain strict confidence, not disclose without consent, and use solely for Services.
11.3. Exceptions. Publicly available information, previously known, independently developed, or legally required disclosures.
11.4. Duration. Obligations survive for [____] years. Trade secrets protected under the North Dakota Uniform Trade Secrets Act (N.D. Cent. Code § 47-25.1-01 et seq.).
12. NON-COMPETITION AND NON-SOLICITATION
12.1. Non-Solicitation. During the term and for [____] months after termination, Contractor shall not solicit Company's clients or employees with whom Contractor had material contact.
12.2. North Dakota Statutory Limitation. The Parties acknowledge that N.D. Cent. Code § 9-08-06 restricts non-competition agreements. Any restriction is limited to the extent permitted by North Dakota law.
13. INDEMNIFICATION
13.1. Contractor shall indemnify, defend, and hold harmless Company from claims arising from: (a) Contractor's performance; (b) breach of Agreement; (c) negligence or willful misconduct; (d) claims of employment status.
13.2. Company shall indemnify Contractor from claims arising from Company's negligence or willful misconduct.
14. DISPUTE RESOLUTION
14.1. Governing Law. Governed by North Dakota law.
14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, North Dakota.
14.3. Arbitration / Litigation.
☐ Binding arbitration under AAA rules in [________________________________], North Dakota.
☐ Jurisdiction in [________________________________] County District Court, North Dakota.
14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.
15. NORTH DAKOTA-SPECIFIC NOTICES
15.1. Classification Test. North Dakota applies the common-law 20-factor test derived from IRS Revenue Ruling 87-41. Every person performing services for remuneration is presumed an employee; the individual asserting IC status bears the burden of proof. Factors include control, instructions, training, integration, personal services, hiring helpers, continuing relationship, set hours, full-time work, doing work on premises, order or sequence, reports, payment method, expenses, tools, investment, profit/loss, multiple clients, availability to public, right to discharge, and right to terminate.
15.2. Workforce Safety & Insurance (WSI). WSI actively reviews worker classification. Independent contractors must be truly independent under the common-law test. See N.D. Cent. Code § 65-01-03. Misclassified workers may trigger retroactive premium assessments plus penalties and interest.
15.3. Non-Compete Restrictions. N.D. Cent. Code § 9-08-06 prohibits agreements restraining lawful professions, trades, or businesses, with narrow exceptions for business sales and partnership dissolutions. Standard non-compete clauses are generally void.
15.4. Unemployment Compensation. Under N.D. Cent. Code § 52-01-01, Job Service North Dakota determines worker classification for unemployment purposes using the common-law test.
16. GENERAL PROVISIONS
16.1. Entire Agreement. Complete agreement superseding all prior discussions.
16.2. Amendments. Written and signed by both Parties.
16.3. Severability. Invalid provisions severed.
16.4. Notices. Written to addresses above.
16.5. Assignment. Not assignable without consent.
16.6. Waiver. No waiver constitutes future waiver.
16.7. Counterparts. Executable 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