Independent Contractor Agreement
INDEPENDENT CONTRACTOR AGREEMENT
State of Wyoming
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
- Wyoming-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: Wyoming 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. Wyoming Classification Test. Under Wyo. Stat. § 27-14-102(a)(vii) (workers' compensation) and common-law principles, an independent contractor is a person who:
☐ Performs services for another individual or entity
☐ Is free from control or direction over the details of the performance of services, by contract and by fact
☐ Represents their services to the public as a self-employed individual or an independent business
6.3. Common-Law Factors. The following factors support IC classification:
☐ Contractor controls when, where, and how work is performed
☐ Contractor provides own tools, equipment, and supplies
☐ Contractor sets own schedule and hours
☐ Contractor has right to hire and pay assistants
☐ Contractor is free to work for other clients
☐ Contractor has significant investment in own business
☐ Contractor has opportunity for profit or loss
☐ Contractor maintains own business entity and licenses
☐ The relationship is project-based, not indefinite
☐ Contractor is not integrated into Company's daily operations
☐ Contractor is not trained by Company
☐ Company does not furnish Contractor's workspace
6.4. No Control. Company shall not control the manner, method, or means of performance.
7. TAX OBLIGATIONS
7.1. Contractor is solely responsible for all federal and applicable taxes. Note: Wyoming has no state income 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; Wyoming requires coverage through the Wyoming Workers' Compensation Division)
☐ 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 Wyoming Uniform Trade Secrets Act (Wyo. Stat. § 40-24-101 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, consistent with Wyoming 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 Wyoming law.
14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, Wyoming.
14.3. Arbitration / Litigation.
☐ Binding arbitration under AAA rules in [________________________________], Wyoming.
☐ Jurisdiction in [________________________________] County District Court, Wyoming.
14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.
15. WYOMING-SPECIFIC NOTICES
15.1. Classification Test. Wyoming applies the common-law right-to-control test. Under Wyo. Stat. § 27-14-102(a)(vii), an independent contractor is a person who performs services for another, is free from control or direction over details of performance (by contract and fact), and represents themselves to the public as self-employed or an independent business.
15.2. No Specific Misclassification Statute. Wyoming does not have a standalone misclassification statute or task force. However, misclassification can result in liability under workers' compensation and unemployment insurance frameworks.
15.3. Workers' Compensation. Wyoming has a state-fund workers' compensation system administered by the Workers' Compensation Division. Independent contractors are excluded from coverage. Misclassification may trigger retroactive premium assessments and penalties.
15.4. No State Income Tax. Wyoming has no state income tax, simplifying tax obligations. Federal self-employment tax and income tax obligations remain.
15.5. Unemployment Insurance. Under Wyo. Stat. § 27-3-104, the Wyoming Department of Workforce Services determines employment status for UI purposes. Services for wages are generally considered employment unless the worker meets IC criteria.
15.6. Non-Compete Developments. Wyoming enacted non-compete restrictions under Wyo. Stat. § 1-23-108 (effective July 2024). While primarily targeting employee non-competes, the law signals increased legislative attention to restrictive covenants. Review current requirements.
15.7. Resident Contractor. If Contractor is a Wyoming resident contractor, additional registration requirements may apply under the Wyoming Department of Workforce Services.
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