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Independent Contractor Agreement

A contractor agreement for professional services engagements – designers, developers, consultants, and other independent contractors.
$79.00
+ GST
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When to use

  • You are engaging a designer, developer, consultant, copywriter, marketer, or other professional services contractor.
  • You want to confirm the engagement is on a contractor basis and document the genuine independence of the arrangement.
  • You need to protect your IP and confidential information when working with an external party.
  • You are a contractor being asked to sign an agreement and want to understand what you are agreeing to.

When NOT to use this document:

  • You are engaging a tradesperson, subcontractor, or construction contractor – use the framewrk Independent Contractor Agreement (Trades) instead.
  • The person you are engaging is genuinely an employee – use the framewrk Individual Employment Agreement instead.
  • You are a real estate agent, financial adviser, or healthcare contractor – your engagement has sector-specific regulatory requirements that this general template does not address.

Product description

Calling someone a contractor does not automatically make them one. Under NZ law, if the reality of an engagement looks like employment, the Employment Relations Authority may treat it as employment regardless of what the contract says. The consequences include backdated PAYE, KiwiSaver contributions, holiday pay, and penalties.

A well-drafted contractor agreement does not guarantee the arrangement is lawful, but it is the foundation of a defensible position. It documents the genuine independence of the engagement, sets clear commercial terms, and protects your IP and confidential information.

The framewrk Independent Contractor Agreement covers:

  • Gateway test provisions – the five criteria under the ERA Amendment Act 2026 confirming the contractor is genuinely independent, protecting both parties from misclassification
  • Scope of services – a Schedule for specifying the services, deliverables, and fees
  • Payment terms – invoice process, dispute mechanism, and interest on late payment.
  • IP assignment – all work product, code, designs, and deliverables are assigned to the principal on creation, not just on payment
  • Confidentiality – protecting the principal’s business information during and after the engagement
  • Non-solicitation – optional clause restricting the contractor from approaching the principal’s clients or staff
  • Health and safety – PCBU obligations under the Health and Safety at Work Act 2015
  • Termination – termination for convenience and for cause, with notice provisions
  • Warranties – the contractor warrants their authority, the quality of their work, and that it does not infringe third party rights
  • Liability – limitation of liability provisions in favour of the principal

Verified against the Employment Relations Amendment Act 2026, Health and Safety at Work Act 2015, and Interest on Money Claims Act 2016. Delivered as an editable Word document.

Important: This is a general purpose legal template, not legal advice. It does not create a lawyer-client relationship. You should satisfy yourself that it is appropriate for your situation before signing. For complex matters or significant commercial transactions, seek advice from a qualified NZ lawyer. Licensed for single business use only.