Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT
State of Oklahoma
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
- Oklahoma-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: Oklahoma 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 free from control and direction;
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. Oklahoma 20-Factor Test. Under Okla. Admin. Code § 240:10-1-7 and IRS Revenue Ruling 87-41, the following factors are evaluated. The Parties represent and agree:
☐ Contractor controls when, where, and how work is performed
☐ Contractor is not required to follow Company instructions on methods
☐ Contractor is not trained by Company
☐ Contractor's services are not integrated into Company's daily operations
☐ Contractor personally performs or may delegate work
☐ Contractor hires and pays own assistants
☐ There is no continuing, indefinite relationship
☐ Contractor sets own hours
☐ Contractor is not required to work full-time for Company
☐ Work is not performed on Company's premises
☐ Contractor determines the order and sequence of work
☐ Contractor does not submit regular oral or written reports
☐ Contractor is paid by the project, not by time
☐ Contractor pays own business and travel expenses
☐ Contractor furnishes own tools and equipment
☐ Contractor has significant investment in own business
☐ Contractor can realize a profit or suffer a loss
☐ Contractor works for multiple clients
☐ Contractor offers services to the general public
☐ Company cannot discharge Contractor at will (only for breach of contract)
☐ Contractor can terminate without liability (per contract terms)
6.3. Oklahoma Supreme Court Standard. The Oklahoma Supreme Court has held that an independent contractor is one who performs work for another free from control and direction in all matters connected with the performance of services, except as to the result or product of the work.
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal, state, and local taxes, including Oklahoma state income tax and self-employment tax.
7.2. Company shall not withhold taxes.
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 for [____] years. Trade secrets protected under the Oklahoma Uniform Trade Secrets Act (Okla. Stat. tit. 78, § 85 et seq.).
12. NON-COMPETITION AND NON-SOLICITATION
12.1. Non-Competition. During the term and for [____] months after termination, Contractor shall not directly solicit the sale of goods or services to Company's established customers within [________________________________].
12.2. Non-Solicitation. During the term and for [____] months after termination, Contractor shall not solicit Company's employees.
12.3. Reasonableness. Restrictions are reasonable, necessary, and consistent with Oklahoma Stat. tit. 15, § 219A-C.
13. INDEMNIFICATION
13.1. Contractor shall indemnify, defend, and hold harmless Company from claims arising from: (a) performance; (b) breach; (c) negligence or 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 Oklahoma law.
14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, Oklahoma.
14.3. Arbitration / Litigation.
☐ Binding arbitration under AAA rules in [________________________________], Oklahoma.
☐ Jurisdiction in [________________________________] County District Court, Oklahoma.
14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.
15. OKLAHOMA-SPECIFIC NOTICES
15.1. Classification Test. Oklahoma uses the IRS 20-factor test as codified in Okla. Admin. Code § 240:10-1-7. The test examines whether the employer controls or has the right to control the worker, not only as to the result but also the details and means by which the result is accomplished. No single factor is determinative.
15.2. Workers' Compensation. Under the Oklahoma Administrative Workers' Compensation Act (Okla. Stat. tit. 85A), independent contractors are excluded from coverage. The Act uses the right-to-control test. Misclassification exposes the company to direct liability.
15.3. Misclassification Consequences. Employers who misclassify employees as independent contractors face: (a) liability for unpaid unemployment insurance contributions; (b) retroactive workers' compensation premiums; (c) back taxes and penalties; (d) potential civil claims by misclassified workers.
15.4. Non-Compete Statute. Oklahoma Stat. tit. 15, § 219A-C governs non-competition agreements. Restrictions must be limited to direct solicitation of established customers and must be reasonable in duration and geographic scope.
15.5. Unemployment Insurance. The Oklahoma Employment Security Commission (OESC) evaluates classification for UI purposes using the 20-factor test under Okla. Stat. tit. 40, § 1-210.
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