Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT
State of Rhode Island
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
- Rhode Island-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: Rhode Island 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;
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. Rhode Island ABC Test. Under R.I. Gen. Laws § 28-42-7, a worker is presumed to be an employee unless the employer proves ALL three prongs:
Prong A — Freedom from Control:
☐ Contractor is free from control and direction in performing Services, both under this Agreement and in fact
☐ Company does not set hours, schedule, or work location
☐ Company does not provide training or instructions on methods
Prong B — Outside Usual Course of Business:
☐ Services are performed outside the usual course of Company's business; OR
☐ 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
☐ Contractor offers services to the general public
☐ Contractor has their own business entity, licenses, and marketing materials
☐ Contractor has other clients
6.3. Supporting Factors:
☐ Contractor provides own tools and equipment
☐ Contractor has right to hire and pay assistants
☐ Contractor has opportunity for profit or loss
☐ Contractor maintains own business insurance
☐ Contractor has own business location
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal, state, and local taxes, including Rhode Island personal 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.
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 Rhode Island Uniform Trade Secrets Act (R.I. Gen. Laws § 6-41-1 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 consistent with Rhode Island law.
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 Rhode Island law.
14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, Rhode Island.
14.3. Arbitration / Litigation.
☐ Binding arbitration under AAA rules in [________________________________], Rhode Island.
☐ Jurisdiction in [________________________________] Superior Court, Rhode Island.
14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.
15. RHODE ISLAND-SPECIFIC NOTICES
15.1. ABC Test. Rhode Island applies the ABC test under R.I. Gen. Laws § 28-42-7 for unemployment, workers' compensation, and other state-law purposes. All three prongs must be met. The burden is on the employer.
15.2. Criminal Penalties. Under R.I. Gen. Laws § 28-29-2, knowingly misclassifying an employee as an independent contractor is a FELONY offense. Penalties include fines and imprisonment. Rhode Island is one of the few states imposing felony-level sanctions for misclassification.
15.3. Department of Labor & Training. The RI DLT actively investigates worker misclassification through its Misclassification Task Force. Complaints may be filed by workers or discovered through audits.
15.4. New Hire Notice (2026). Effective January 1, 2026, employers must provide written notice to new hires regarding pay, allowances, deductions, and employment status. While this requirement applies to employees, it underscores the state's focus on worker classification.
15.5. Misclassification Consequences. Beyond criminal penalties, employers face: (a) liability for unpaid unemployment insurance and workers' compensation premiums; (b) back wages and double damages; (c) tax penalties; (d) debarment from public contracts.
15.6. Workers' Compensation. Independent contractors are excluded from the RI Workers' Compensation Act (R.I. Gen. Laws § 28-33-1 et seq.). Misclassification exposes the company to direct liability for work injuries.
16. GENERAL PROVISIONS
16.1. Entire Agreement. Complete agreement.
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