Independent contractor agreements come in a wide variety, and I’ve worked on many of them:
- From simple one- or two-page contracts to engage an individual on a very simple project,
- To the most complex agreements that cover multiple companies and affiliates, in several countries, with numerous “statements of work” (SOW’s) or “task orders” for projects that extend over several years.
Consulting agreements, on the other hand, tend to be simpler because they often result in services, but no tangible work product. I advise on, prepare and negotiate them too.
Independent contractor agreements and relationships often appear under different names, such as a Software Development Agreement, a Joint Development Agreement, or even a Master Work Agreement. These arrangements also can be a part of other agreements (such as custom product development arrangement as part of a distribution agreement).
From a hiring party’s perspective, any agreement with an independent contractor for development of software, web pages, or other content or technology needs to be in writing. Without a written agreement that properly transfers or licenses the intellectual property rights, the contractor generally will own the rights to its work product, and the hiring party may not obtain all the rights expected, and may need to spend more to obtain any rights not obtained. A hiring party often will expect all work product to be a “work made for hire” under specific requirements of the U.S. Copyright Act.
From a contractor’s perspective, the contractor does not want to inadvertently transfer exclusive ownership to the hiring party of pre-existing or incidental materials that the contractor needs to support other projects and clients.
Independent contractor agreements for open source software and open content create new issues, and often require substantial changes to boilerplate language for representations and warranties, and ownership of work product.