Independent Contractor Agreement - Wyoming

INDEPENDENT CONTRACTOR AGREEMENT

State of Wyoming

Table of Contents

1. Parties
2. Recitals
3. Scope of Services
4. Term and Termination
5. Compensation and Payment
6. Independent Contractor Status
7. Tax Obligations
8. No Employee Benefits
9. Insurance
10. Intellectual Property
11. Confidentiality
12. Non-Competition and Non-Solicitation
13. Indemnification
14. Dispute Resolution
15. Wyoming-Specific Notices
16. General Provisions
17. 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;

CLASSIFICATION WARNING: This Agreement records the Parties' intent. It does not override a worker-status or coverage determination based on the actual relationship.

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. Intended Relationship. The Parties intend an independent business relationship and do not create employment, agency, joint venture, or partnership by label. Each statute and claim remains subject to its own test and the actual facts.

6.2. Workers' Compensation — Wyo. Stat. § 27-14-102(a)(xxiii). For this Act, an independent contractor is an individual who performs services for another individual or entity and satisfies all three current elements:

☐ 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 contractor
☐ May substitute another person to perform the Services

6.3. Unemployment Insurance — Wyo. Stat. § 27-3-104(b). An individual who performs service for wages is an employee unless all three current elements are shown:

☐ Free from control or direction over performance details by contract and in fact

☐ Represents Services to the public as a self-employed individual or independent contractor

☐ May substitute another individual to perform the Services

6.4. Operational Record. Record only accurate facts; these items do not replace either statutory test:

☐ 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

6.5. Permitted Administration. Company may specify results, deadlines, lawful requirements, and reasonable site-access, safety, privacy, and information-security rules without contractually controlling Contractor's ordinary manner, means, sequence, personnel, or schedule.

7. TAX OBLIGATIONS

7.1. Contractor is responsible for taxes and filings legally imposed on Contractor's business and personnel.

7.2. Company may report payments and withhold or remit amounts when required by then-current law. A tax form or information return does not itself establish worker status.

7.3. Company shall issue Form 1099-NEC or another information return when required by current federal law and IRS instructions.

7.4. Contractor shall provide a W-9 prior to first payment.

8. NO EMPLOYEE BENEFITS

8.1. Company does not promise Contractor participation in an employee benefit plan unless a governing plan document, signed writing, or applicable law provides otherwise.

8.2. If an agency or court determines employee status under a particular law, the Parties shall comply. Nothing in this Agreement waives wages, taxes, contributions, insurance, benefits, remedies, or duties that cannot lawfully be waived or shifted.

8.3. Portable Benefit Account. Under Wyo. Stat. § 27-1-117, a voluntary contribution to a portable benefit account may not be used as a criterion or factor in an employment-classification determination, including under §§ 27-3-104 and 27-14-102(a)(xxiii). Any contribution or withholding arrangement must be separately documented and comply with the statute.

9. INSURANCE

9.1. Contractor shall maintain at Contractor's expense:

☐ General liability insurance: $[________________________________] minimum
☐ Professional liability insurance: $[________________________________] minimum
☐ Workers' compensation coverage required for Contractor's own employees, if any, or documentation supporting a verified exclusion
☐ Commercial auto insurance (if applicable)

9.2. Certificates of insurance upon request.

10. INTELLECTUAL PROPERTY

10.1. Background Materials. Each Party retains materials developed independently of this Agreement and identified in Exhibit A as background materials.

10.2. Commissioned Works and Assignment. A specially ordered or commissioned work qualifies as a “work made for hire” under 17 U.S.C. § 101 only if it falls within a listed statutory category and the Parties expressly agree in a signed writing. To the extent a paid Deliverable qualifies, the Parties agree it is a work made for hire for Company under 17 U.S.C. § 201(b). As a separate fallback, upon full payment Contractor assigns to Company all transferable right, title, and interest in the Deliverable, excluding identified background and third-party materials. This signed Agreement and Exhibit A are intended to satisfy 17 U.S.C. § 204(a).

10.3. Background-Material License. Contractor grants Company a [perpetual / term-limited], [worldwide], [royalty-free] license to identified background materials embedded in a paid Deliverable only as needed to use that Deliverable.

10.4. Visual Art and Third-Party Materials. No waiver under 17 U.S.C. § 106A is effective unless a signed writing expressly and specifically identifies the covered work and uses. Contractor shall identify third-party materials and license terms before delivery.

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. Information that remains a legally protectable trade secret remains subject to the confidentiality obligation while it retains that status.

12. NON-COMPETITION AND NON-SOLICITATION

12.1. No General Post-Termination Restraint. This template contains no post-termination noncompetition, customer nonsolicitation, worker nonsolicitation, or no-hire covenant.

12.2. Separate Review. Any requested restraint must be separately reviewed and drafted by Wyoming counsel under current law for the actual relationship, profession, consideration, protectable interest, and requested scope.

13. INDEMNIFICATION

13.1. Contractor shall indemnify, defend, and hold harmless Company from third-party claims arising from: (a) Contractor's negligent or intentional performance; (b) Contractor's breach; (c) infringement by Deliverables; and (d) tax, wage, coverage, or classification claims concerning Contractor's own personnel, but only to the extent caused by Contractor's direction, reporting failure, coverage failure, or knowing material misrepresentation. Classification of Contractor itself and duties imposed directly on Company by law are excluded.

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. Separate but Parallel Tests. Wyo. Stat. § 27-14-102(a)(xxiii) supplies the workers' compensation definition; Wyo. Stat. § 27-3-104(b) supplies the unemployment-insurance rule. Both currently require freedom from control by contract and fact, public representation as self-employed or independent, and the ability to substitute another person. Satisfying one program's test does not decide every other legal question.

15.2. Portable Benefits Are Neutral. Wyo. Stat. § 27-1-117, effective July 1, 2026, permits voluntary portable-benefit contributions and directs that a contribution not be used as a classification criterion or factor. The account does not by itself prove or disprove independent-contractor status.

15.3. Actual Facts. The Parties shall periodically review control, public business representation, and substitution rights in actual practice. A contract label, business registration, tax form, insurance certificate, or portable-benefit contribution is not a substitute for that review.

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:

• Wyoming Statutes Title 27 — §§ 27-1-117, 27-3-104, and 27-14-102
• 2026 SF 41 / 2026 Wyo. Sess. Laws ch. 63 — portable benefit accounts
• 17 U.S.C. § 101 — work-made-for-hire definition
• 17 U.S.C. § 106A — rights of certain visual artists
• 17 U.S.C. § 201 — copyright ownership and works made for hire
• 17 U.S.C. § 204 — signed-writing requirement for copyright transfers

Worker classification and coverage depend on the actual facts and the law governing the particular claim; this Agreement does not create independent-contractor status by label.