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Independent Contractor Agreement Draft Tool
Built for startups and nonprofits hiring contract help. Includes a present IP assignment, confidentiality, and payment terms — and screens for whether this person should legally be an employee before you sign anything.
Startups and nonprofits run on contract help, and they paper it worse than anyone. The usual approach is a template found online, edited in fifteen minutes, missing the two provisions that matter most: an IP assignment that actually transfers ownership, and any honest look at whether the person is legally a contractor at all.
This tool addresses both. The agreement it produces includes a present assignment of intellectual property rather than the work-for-hire language that does not reliably cover software, along with confidentiality, payment terms, termination, and the general provisions you would expect. And the intake form doubles as a classification screen — three of the questions are the ones that actually drive the legal tests, so if the arrangement you described looks like employment, you hear about it before you sign rather than during an audit.
For nonprofits there is an additional layer the generic templates ignore: work paid from restricted or federal pass-through funding can carry procurement and flow-down obligations, and engaging a board member as a paid contractor raises conflict-of-interest questions that have real consequences. Where those apply, the draft flags them for you.
The two things that go wrong with contractor agreements
Classification is the expensive one. Calling someone a contractor in a document does not make them one — the tests look at economic reality, not labels, and they differ by agency and by state. The federal analysis weighs behavioral control, financial control, and the nature of the relationship. Several states apply a considerably stricter test where the burden is on the organization and one prong asks whether the work falls outside the usual course of your business, which is very hard to satisfy when the contractor is doing the same thing your staff does. Getting this wrong can mean back taxes, unpaid overtime, benefits, and penalties, and it is assessed retroactively across the whole engagement.
IP is the one that stays hidden longest. A contractor generally retains copyright in what they create for you unless there is a signed assignment, and work-for-hire language alone does not fix it for most software or technical work. Nothing about this shows up in daily operations — the code runs, the site works, the grant report gets filed. It surfaces in diligence, when an acquirer or a major funder asks for signed assignments from everyone who contributed and you discover there are four people you never papered. That is a fixable problem right up until one of them is unreachable.
Nonprofits carry a third issue the templates never mention. If the contractor is a board member, an officer, or someone related to one, the arrangement may need conflict-of-interest procedures, documented disinterested approval, and evidence the compensation is reasonable — because transactions that benefit insiders can carry penalties for both the organization and the individual. And when the funding is a federal pass-through, procurement standards and flow-down clauses may attach to how you selected and contracted the vendor at all.
How it works
Describe the engagement
Including three questions about control, equipment, and scope that drive the legal tests.
Get the classification read first
If the arrangement looks like employment, you are told before the document is drafted.
River drafts the agreement
IP assignment, confidentiality, payment, termination, and state-appropriate provisions.
Take the flagged list to counsel
You get a specific review list rather than handing over a document cold.
What you get
- A complete contractor agreement with scope, payment, term, and termination
- A present IP assignment, not the work-for-hire language that fails for software
- A classification risk read based on the answers you gave, before you sign
- Confidentiality, and background-IP carve-out so contractors will sign it
- Nonprofit flags for board-member conflicts and grant-funded procurement
- Every blank marked for you to fill rather than filled with a plausible guess
Common questions
Is this legal advice?
No. It produces a draft and explains the issues involved. It is not legal advice, does not create an attorney-client relationship, and cannot account for your full situation. Worker classification and IP ownership both carry real financial exposure that is assessed retroactively, so have a lawyer review the draft before anyone signs it.
What if the classification check says this person looks like an employee?
You will get the specific factors that drove that read and the realistic options: restructure the engagement so it genuinely functions as contract work, hire them as an employee, or use an employer-of-record service. What the tool will not do is generate a document that papers over it, because the label in the agreement is not what the tests look at. If you want the fuller analysis, the classification check tool goes through the federal and state tests in detail.
Does this cover contractors we already have working without an agreement?
It can, and you should do it now rather than later. The draft can be written to cover work already performed, which matters most for the IP assignment — an unpapered contributor is a diligence problem that gets harder to solve as time passes and people become unreachable. If all you need is the IP piece for past work, the standalone IP assignment tool is the more direct route.
We're a nonprofit paying from a federal grant. Anything different?
Potentially quite a lot, and the draft will flag it. Federal awards and pass-through funding can carry procurement standards affecting how you selected the contractor, required flow-down clauses in the agreement itself, and record-keeping obligations. The tool raises these as items to verify against your specific award terms — it does not know your grant agreement, and your award terms control.
Can we pay a contractor in equity?
Sometimes, and it is more complicated than it looks. Issuing equity as compensation raises securities, valuation, and tax questions for both sides, and for a nonprofit it is generally not available at all. The tool will flag it rather than draft the equity terms, because that belongs with your corporate counsel and your cap table, not in a contractor template.
How is this different from your freelance contract tool?
That one is written from the freelancer's side — someone selling services who wants to get paid and limit their own exposure. This one is written from the hiring organization's side, which changes the IP provisions substantially, adds the classification screen, and includes the nonprofit and grant-funding considerations. If you are the one doing the hiring, this is the right one.
Independent Contractor Agreement Draft Tool
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