Contractor agreement generator.

What this generator is, and what it is not

This tool builds an independent contractor agreement: a two-party contract in which a client engages a contractor to provide services for a fee. It produces a PDF in your browser; nothing is uploaded.

It is not a terms of use generator, a website terms-and-conditions tool or a general contract maker. Searchers who type "terms of use generator" or "contract maker" often want a website policy or a sales contract; this page covers only the contractor-and-client relationship described here.

What the generated agreement says

You enter the client's name and address, the contractor's name and address, the date, a description of the services, the compensation, the payment terms, the length of the term and a governing jurisdiction. The agreement has ten numbered clauses:

• Services: your scope text, or a fallback that points to a Schedule A.
• Compensation: the client pays the contractor your compensation text, and invoices are due as you entered in the payment terms.
• Term: the agreement runs for the term you typed, unless terminated earlier under clause 4.
• Termination: either party can end it on fifteen days' written notice, or immediately for a material breach not cured within ten days of written notice; the client pays for services rendered through the termination date.
• Independent contractor status: no employment, partnership or agency; the contractor is responsible for their own taxes, benefits and insurance.
• Confidentiality: the contractor keeps the client's confidential information confidential, and the duty survives termination.
• Intellectual property: work product is assigned to the client on full payment, and the contractor keeps pre-existing tools and methods.
• Indemnification and liability: each party indemnifies the other for third-party claims arising from its own breach or negligent or wilful acts, and, with exceptions for confidentiality and intellectual property, liability is capped at the fees paid in the previous twelve months.
• Governing law: the jurisdiction you entered, with the courts there having exclusive jurisdiction.
• Entire agreement: the agreement and its schedules replace earlier understandings, and changes must be written and signed by both.

Signature lines for the client and contractor end the document.

Filling in the boxes

• Services: be concrete about deliverables, dates and what counts as accepted work. The pre-filled text refers to an "attached scope of work", but the tool does not attach one, so write the scope in the box or attach a schedule yourself.
• Compensation: say whether the amount is a fixed fee, a retainer or an hourly rate, and whether it is plus applicable taxes. The agreement itself says nothing about GST/HST, so add it to this box, for example "$5,000 per month plus applicable GST/HST".
• Payment terms: the box opens with "Net 15 from invoice date". Choose terms that you are both willing to follow and that your cash flow can survive.
• Term: a fixed period ("6 months from agreement date") or an event ("until delivery of the final report").

Worked example

The form opens with a client engaging a studio for 5,000 dollars a month for six months, invoices due net 15. Over the whole term that is 30,000 dollars before any taxes. If the client gives notice on 1 March, clause 4 ends the agreement fifteen days later, on 16 March, and the client must pay for the services the contractor performed up to that date. A contractor who delivers half a month of work in that period can invoice for the work done, which is why the scope and the pace of the work should be written clearly enough to show what was delivered.

The employee-or-contractor question

Calling someone a contractor does not make them one. The Canada Revenue Agency guide on employee or self-employed (RC4110) looks first at the intent of the parties and then at the actual working relationship, using factors such as control, tools and equipment, subcontracting or hiring helpers, financial risk, responsibility for investment and management, and opportunity for profit. It says the status chosen must match the real relationship. In Ontario, section 5.1 of the Employment Standards Act, 2000 adds that an employer shall not treat an employee as if the person were not an employee under that Act.

Practical consequence: a contractor should control how the work is done, use their own equipment, be free to take other clients, bear some risk, and invoice for deliverables. If the person works set hours at your premises under your supervision, a contractor agreement will not protect you.

Intellectual property, in plain terms

Under the Copyright Act of Canada, section 13(4), an assignment of copyright is not valid unless it is in writing signed by the owner of the right being assigned. So the signed clause 7 is what moves ownership of the work to the client, and "on full payment" is the trigger. Moral rights are separate: section 14.1(2) says moral rights may not be assigned but may be waived, and an assignment of copyright does not by itself waive them. If the client needs full freedom to edit or credit-free use of the work, a written moral rights waiver is worth asking a lawyer to add. For work done by an employee, the Act treats the employer as the first owner in the absence of an agreement to the contrary, a different default from contractors.

What the template leaves out

No non-solicitation clause, no expense or travel terms, no insurance requirement, no late-payment interest, no change-order process, no dispute resolution beyond the courts, no data protection terms and no taxes wording. Nothing here replaces a Schedule A of detailed services. Add whatever you need in the services box, or have a lawyer extend the draft.

Related tools

Use the NDA generator before sharing sensitive material, the invoice generator to bill under the agreement, the purchase order generator to order goods, and the sign PDF tool to add signatures.