Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT
State of New Hampshire
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
- New Hampshire-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: New Hampshire 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 customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the Services;
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.
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 completed work and is paid through termination date.
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: [________________________________]
6. INDEPENDENT CONTRACTOR STATUS
6.1. Classification. Contractor is an independent contractor. No employment, agency, joint venture, or partnership is created.
6.2. New Hampshire ABC Test. Under N.H. Rev. Stat. Ann. § 282-A:9 (unemployment), § 281-A:2 (workers' compensation), and § 275:4 (wage/hour), a worker is presumed an employee unless ALL three prongs are met:
Prong A — Freedom from Control and Direction:
☐ Contractor is free from control and direction in performing the Services, both under this Agreement and in fact
☐ Company does not set Contractor's hours, schedule, or work location
☐ Company does not provide training or instructions on methods
Prong B — Outside Usual Course of Business:
☐ The Services are performed outside the usual course of Company's business; OR
☐ The Services are performed outside all of Company's places of business
Prong C — Independently Established Trade:
☐ Contractor is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the Services
☐ Contractor offers services to the general public
☐ Contractor has their own business entity, licenses, and marketing
6.3. Additional Indicators:
☐ Contractor provides own tools and equipment
☐ Contractor has right to hire and pay assistants
☐ Contractor serves multiple clients
☐ Contractor has opportunity for profit or loss
☐ Contractor maintains own business insurance
6.4. No Control. Company has no right to control the manner, method, or means of Contractor's performance.
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal, state, and local taxes. Note: New Hampshire does not impose a general state income tax on earned income but does tax interest and dividends.
7.2. Company shall not withhold taxes from payments.
7.3. Company shall issue Form 1099-NEC for payments of $600 or more.
7.4. Contractor shall provide a W-9 prior to first payment.
8. NO EMPLOYEE BENEFITS
8.1. Contractor is not entitled to employee benefits including health insurance, retirement, paid leave, workers' compensation, or unemployment insurance.
8.2. Contractor is responsible for personal 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. Certificates of insurance upon request.
10. INTELLECTUAL PROPERTY
10.1. Work Product.
☐ 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 rights; grants non-exclusive license for incorporated materials.
10.3. Assignment. Contractor assigns all rights 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. Maintain strict confidence, no disclosure without consent, use solely for Services.
11.3. Exceptions. Publicly available, previously known, independently developed, or legally required.
11.4. Duration. Survives [____] years. Trade secrets protected under the New Hampshire Uniform Trade Secrets Act (N.H. Rev. Stat. Ann. § 350-B:1 et seq.).
12. NON-COMPETITION AND NON-SOLICITATION
12.1. Non-Competition. During the term and for [____] months after termination, Contractor shall not engage in competing activities within [________________________________].
12.2. Non-Solicitation. During the term and for [____] months after termination, Contractor shall not solicit Company's clients or employees.
12.3. Reasonableness. Restrictions are reasonable and necessary to protect legitimate business interests.
13. INDEMNIFICATION
13.1. Contractor shall indemnify, defend, and hold harmless Company from claims arising from: (a) performance of Services; (b) breach of Agreement; (c) negligence or willful misconduct; (d) claims of employment status.
13.2. Company shall indemnify Contractor from Company's negligence or misconduct.
14. DISPUTE RESOLUTION
14.1. Governing Law. Governed by New Hampshire law.
14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, New Hampshire.
14.3. Arbitration / Litigation.
☐ Binding arbitration under AAA rules in [________________________________], New Hampshire.
☐ Jurisdiction in [________________________________] County Superior Court, New Hampshire.
14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.
15. NEW HAMPSHIRE-SPECIFIC NOTICES
15.1. ABC Test. New Hampshire applies the ABC test for unemployment compensation (N.H. Rev. Stat. Ann. § 282-A:9), workers' compensation (§ 281-A:2), and wage/hour law (§ 275:4). All three prongs must be met. The burden is on the employer. New Hampshire courts enforce this test strictly, making it one of the more challenging states for IC classification.
15.2. Prong B — Critical Issue. The "outside the usual course of business" requirement (Prong B) is frequently the most difficult to satisfy. If the contractor performs work that is integral to the company's primary business, classification as an IC is likely to fail.
15.3. Misclassification Penalties. Misclassifying employees as ICs can result in: (a) liability for unpaid workers' compensation premiums and benefits; (b) unpaid unemployment insurance contributions plus penalties; (c) wage and hour violations and double damages; (d) potential criminal penalties for willful violations.
15.4. Workers' Compensation. Under N.H. Rev. Stat. Ann. § 281-A:2, VI, independent contractors meeting the ABC test are excluded from mandatory workers' compensation coverage. Misclassification exposes the company to direct liability for workplace injuries.
15.5. Federal vs. State Standard. Even if the federal DOL standard is satisfied, New Hampshire's stricter ABC test still applies for all state-law purposes. Companies must comply with both.
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: April 2026