Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT
State of New Mexico
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 Mexico-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 Mexico ZIP: [____]
EIN/Tax ID: [________________________________]
NM CRS ID: [________________________________]
Independent Contractor:
Name: [________________________________]
DBA (if applicable): [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [____]
SSN/EIN: [________________________________]
NM CRS ID (if applicable): [________________________________]
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, profession, 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.
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: [________________________________]
5.5. Gross Receipts Tax. Contractor is responsible for New Mexico Gross Receipts Tax (GRT) on payments received, unless an applicable exemption applies.
6. INDEPENDENT CONTRACTOR STATUS
6.1. Classification. Contractor is an independent contractor. No employment, agency, joint venture, or partnership is created.
6.2. New Mexico ABC Test (Unemployment). Under N.M. Stat. Ann. § 51-1-42, services are employment unless:
Prong A — Freedom from Control:
☐ Contractor is free from control and direction in performing Services, both under contract and in fact
Prong B — Outside Usual Course:
☐ Services are outside the usual course of Company's business; OR
☐ Services are performed outside all Company places of business
Prong C — Independent Business:
☐ Contractor is customarily engaged in an independently established trade, occupation, profession, or business
6.3. Right-to-Control Test (Workers' Compensation). Under N.M. Stat. Ann. § 52-1-6 and related case law, factors include:
☐ Contractor controls the manner and means of performance
☐ Contractor provides own tools and equipment
☐ Contractor has right to hire assistants
☐ Contractor sets own schedule
☐ Contractor has opportunity for profit or loss
☐ The work is not integral to Company's regular business
☐ The relationship is for a defined project period
6.4. Relative Nature of Work Test. New Mexico courts also apply this test in workers' compensation contexts, examining whether the work is a regular part of the employer's trade or business and whether the arrangement could be used to circumvent the Workers' Compensation Act.
6.5. Burden of Proof. The employer bears the burden to prove IC status.
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal, state, and local taxes, including New Mexico personal income tax, self-employment tax, and Gross Receipts Tax.
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.
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 for [____] years. Trade secrets protected under the New Mexico Uniform Trade Secrets Act (N.M. Stat. Ann. § 57-3A-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 in scope, geography, and duration.
13. INDEMNIFICATION
13.1. Contractor shall indemnify, defend, and hold harmless Company from claims arising from: (a) performance of Services; (b) breach; (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 Mexico law.
14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, New Mexico.
14.3. Arbitration / Litigation.
☐ Binding arbitration under AAA rules in [________________________________], New Mexico.
☐ Jurisdiction in [________________________________] County District Court, New Mexico.
14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.
15. NEW MEXICO-SPECIFIC NOTICES
15.1. Dual Test Framework. New Mexico applies different tests depending on the legal context: the ABC test for unemployment insurance (N.M. Stat. Ann. § 51-1-42) and the right-to-control/relative-nature-of-work test for workers' compensation (N.M. Stat. Ann. § 52-1-6). Both tests must be considered.
15.2. Burden of Proof. The New Mexico Department of Workforce Solutions presumes workers are employees. The hiring business bears the burden of proving IC status.
15.3. Misclassification Penalties. Employers who misclassify workers face: (a) liability for unpaid unemployment insurance contributions plus interest and penalties; (b) workers' compensation liability for injuries; (c) back taxes and GRT liability; (d) penalties assessed by the Department of Workforce Solutions.
15.4. Gross Receipts Tax. New Mexico imposes GRT on the privilege of doing business. Independent contractors are responsible for GRT on receipts. The applicable rate varies by location. Contractor should register for a NM CRS ID.
15.5. Construction Industry. The construction industry faces heightened scrutiny. Additional documentation and licensing requirements may apply under the New Mexico Construction Industries Division.
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