Freelance Contract Generator
Generate an independent contractor agreement covering scope, fees, GST and TDS, the independent-contractor clause that keeps the engagement out of employment, confidentiality, intellectual property and termination.
Free · No sign-up · Nothing leaves your browser · Figures reviewed 22 September 2026
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Be specific. A vague scope is the commonest cause of a freelance dispute.
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Still to fill, shown as [square brackets] below: Client name, Contractor name, Scope of work, Fee, Jurisdiction
INDEPENDENT CONTRACTOR AGREEMENT
This agreement is made on 23 September 2026 between:
(1) [Client name], of [Client address] ("the Client"); and
(2) [Contractor name], of [Contractor address] ("the Contractor").
1. SERVICES
The Contractor will provide the following services: [Scope of work]
Deliverables: [Deliverables]
2. TERM
This agreement commences on [Start date] and continues until the services are complete or it is terminated under clause 8.
3. FEES AND PAYMENT
The Client will pay a fixed fee of [Fee] for the services.
Invoices are payable within 30 days of receipt.
The fees stated are exclusive of GST, which will be charged in addition at the applicable rate where the Contractor is registered.
The Client will deduct tax at source from payments where required by law and will provide the Contractor with the certificate of deduction.
4. INDEPENDENT CONTRACTOR
The Contractor is an independent contractor and not an employee, partner or agent of the Client. Nothing in this agreement creates an employment relationship. The Contractor is responsible for their own taxes, insurance and statutory contributions, determines how and when the services are performed subject to the deadlines agreed, and is free to provide services to others.
The Contractor is not entitled to provident fund, gratuity, employees' state insurance, paid leave, notice pay or any other benefit that the Client provides to its employees.
5. CONFIDENTIALITY
The Contractor will keep confidential all non-public information of the Client and its customers obtained in connection with this agreement, and will not use it for any purpose other than performing the services. This obligation continues after this agreement ends.
6. INTELLECTUAL PROPERTY
All intellectual property created by the Contractor in the course of providing the services vests in the Client on creation. The Contractor assigns to the Client all such rights, including the right to sue for past infringement, and waives any moral rights in the work to the extent permitted by law. The Contractor retains ownership of any pre-existing material and grants the Client a perpetual, worldwide, royalty-free licence to use it as incorporated in the deliverables.
7. WARRANTIES
The Contractor warrants that the services will be performed with reasonable skill and care, that the deliverables will not infringe the rights of any third party, and that the Contractor is free to enter into this agreement.
8. TERMINATION
Either party may terminate this agreement by giving 15 days' written notice. Either party may terminate immediately if the other commits a material breach which is not remedied within 14 days of written notice. On termination the Client will pay for services properly performed up to the termination date.
9. LIMITATION OF LIABILITY
Neither party is liable to the other for indirect or consequential loss. Each party's total liability under this agreement is limited to the total fees payable under it, except in respect of a breach of confidentiality, an infringement of intellectual property, or liability which cannot be limited by law.
10. GOVERNING LAW
This agreement is governed by the laws of India, and the courts at [City] have exclusive jurisdiction.
11. ENTIRE AGREEMENT
This agreement records the entire understanding between the parties and supersedes all previous discussions. Any variation must be in writing and signed by both parties.
SIGNED for and on behalf of the Client SIGNED by the Contractor
[Client name] [Contractor name]
Name: [Name] Date: [Date]
Date: [Date]A starting point, not legal advice. Employment documents have consequences — have anything that ends an employment, imposes a restriction or creates a liability reviewed before you issue it.
The clause that matters most in a freelance contract is the one saying it is not employment — and it only works if the substance matches. Fixed hours, supervision, your equipment and no other clients point the other way regardless of what the document says.
The second is intellectual property. Indian law does not assign work product to a client by default the way an employment relationship does, so silence means the contractor keeps it.
Frequently asked questions
- Who owns the intellectual property in freelance work?
- Unless the contract assigns it, the contractor generally does. That is the opposite of the employment position, and it is the single most common gap in informal freelance arrangements.
- Does a freelance contract protect against misclassification?
- Only partly. The substance of the relationship decides it — fixed hours, supervision over how the work is done, your equipment, integration into the team, no other clients. A contract that says 'not an employee' while the working arrangement says otherwise does not survive scrutiny.
- Should a freelance contract mention GST and TDS?
- Yes, both. State whether fees are inclusive or exclusive of GST, and record that the client will deduct tax at source where required and issue the certificate. Both are routine sources of dispute on the first invoice.
About this tool
Built by the ViniOffice team. Figures and rules last reviewed 22 September 2026 against the statutory reference this team maintains. Indian statutory rates are date-effective and change by notification — confirm against the current one before running payroll or filing. A starting point, not legal advice. Employment documents have consequences — have anything that ends an employment, imposes a restriction or creates a liability reviewed before you issue it.
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