Independent Development Contractor Agreement

This is a contract between and developer and client that covers all of the basic necessities to protect both parties.

Independent Development Contractor Agreement


Developer: Name of Individual issuing this contract

Client: Name of Company or individual entering into this contract with the Developer

Services: Any task or series of tasks done by the Developer on request from the Client, or as part of fulfilling a request from the Client

Prerequisites: Describe the prerequisites for completing the job.

Deliverables: Any code, images, markup, scripts, content created by the Developer while performing Services

Acceptance Criteria: Describe the conditions under which the Client will accept the deliverables.


  1. Rate: Services shall be billed to the Client at the rate of $___ USD per hour.

  2. Payment: The Client shall send payment to the Developer within 30 days of receiving an invoice.

    1. Late Payment: In the event that any payment required to be paid by Client is not made within 5 days of when due, Contractor shall pay to Developer, in addition to such payment or other charges due hereunder, a "late fee" equal to 30% of the total amount due.
  3. Billable Time: All time spent performing Services and communicating with the Client is billable.

    1. Estimations: If an estimate is requested by the Client, the first 30 minutes of time spent preparing the estimate will not be billable. Time spent on an estimate beyond 30 minutes will be billable at the normal rate.
  4. Copyright: Copyright of all Products created while performing Services for the Client will be transferred to the Client upon receipt of payment in full, except in the cases described below.

  5. Copyright Exceptions

    1. The Developer reserves the right to reuse and re-license portions of the created Product as desired, as long as the portions are general solutions to common problems and are not specific to the Clients product.
    2. Any portions of the Product whose copyright is withheld by the developer are licensed to the Client for use in the Product under the MIT license:
    3. The Client will only be billed for portions of the Product which were created during the effective period of this contract and created while performing Services for the Client.
  6. Termination: Either party must give at least 14 days notice to the other party before termination. This contract may only be terminated after all outstanding invoices have been paid in full.

  7. Changes: Either party may request to modify the terms of this contract at any time. When both parties consent to new terms and a new contract is signed, this contract is terminated immediately.

  8. Acceptance

    1. Acceptance Criteria: The Client and Developer shall define the Acceptance Criteria.

    2. Acceptance Period: The Client will have 10 days following the date of delivery to evaluate the deliverables.

    3. Completion. If, in the sole opinion of Client, the deliverables satisfy the Acceptance Criteria, then Developer shall be deemed to have completed its delivery obligations.

    4. Rejection. If, in the sole opinion of Client, the deliverables does not satisfy the Acceptance Criteria, then:

      1. Notification. Client shall itemize in writing each failure to satisfy the Acceptance Criteria.

      2. Correction. Developer shall use its best efforts to correct the deliverables and upon delivery of such correction and deliver the deliverables to Client for acceptance.

      3. Continued Failure. If Developer's corrections, in the sole opinion of Client, fails to deliver or satisfy the Acceptance Criteria on more than two corrections, then Client may elect to:

        1. terminate the agreement, or

        2. adjust the Acceptance Criteria.

  9. Independent Contractor Status

    1. The Developer is an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

    2. The Developer shall have no authority to act as agent for, or on behalf of, the Client, or to represent the Client, or bind the Client in any manner.

    3. The Developer shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Client.

  10. Indemnification

    1. The Developer agrees to indemnify and hold harmless the Client, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Developer's services under this Agreement. This provision shall survive the duration of this Agreement.

    2. The Developer agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Developer's services under this Agreement, unless expressly stated otherwise by the Client, in writing.