Sample report

A contractor agreement, reviewed on behalf of the contractor

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92risk / 100

Independent contractor services agreement (freelance software development)High risk

Do not sign as written. Renegotiate the unlimited liability and indemnity, the IP grab, the non-compete, the open-ended acceptance and revision terms, and the unilateral amendment right first.

Northwind Retail Group LLC · Company (Client)Alex Rivera · Contractor

Alex Rivera agrees to design and build a customer loyalty web app for Northwind for a fixed USD 18,000, paid in three USD 6,000 milestones. Each milestone is paid only after Northwind accepts it in its sole discretion, and then up to 90 days later. Northwind can end the deal at any time without paying for work in progress. It also takes ownership of everything Alex creates during the term, even unrelated work and his pre-existing tools. Alex takes on unlimited liability, a broad indemnity, a lifetime defect warranty, a 24-month non-compete across North America and Europe, and Northwind can change the contract unilaterally.

3 critical4 high3 medium1 low

Key terms

Services: Design and develop a customer loyalty web app per Exhibit A, plus any additional services reasonably requested, and unlimited revisions until Company is satisfied
Fee: USD 18,000 fixed, in three USD 6,000 milestones (UX/prototype; staging app; production launch and handover)
Payment terms: Invoice on acceptance; undisputed invoices paid within 90 days; disputed amounts may be withheld
Acceptance: Each milestone accepted at Company's sole discretion; no criteria or deadline
Expenses: Contractor pays all expenses, including licenses, hosting and third-party tools
Term: From March 3, 2026 until Services are completed
Termination: Company: any time, immediately, paying only for accepted milestones. Contractor: only for material breach uncured after 90 days' notice
IP ownership: Company owns all work created during the term, related or not, including pre-existing tools incorporated; no portfolio use without consent
Confidentiality: All Company information, marked or not, confidential forever
Non-compete: 24 months after term; no services to retail, e-commerce or loyalty businesses in North America or Europe; no work from Company's clients
Warranty: Deliverables free of all defects and uninterrupted; free fixes at any time, forever
Liability cap: Company: fees paid in the prior 1 month. Contractor: unlimited
Amendments: Company may amend by notice; continued work counts as acceptance
Governing law / venue: Delaware law; exclusive courts in Wilmington, Delaware

Issues to negotiate11

CriticalLiabilitySections 8.1–8.3
Unlimited liability and one-sided indemnity
“Contractor shall indemnify, defend, and hold harmless Company ... arising out of or relating to the Services or this Agreement. ... Contractor's liability under this Agreement shall be unlimited.”
You would cover every loss connected to the project, even losses Northwind causes itself, with no ceiling. One data breach or outage on an $18,000 job could cost you far more than you earn. Meanwhile Northwind's liability to you is capped at one month of fees, which could be zero.
Ask for: Make liability mutual and capped at the fees paid. Exclude indirect damages for both sides. Limit your indemnity to third-party claims caused by your negligence, wilful misconduct, or IP infringement.
Suggested wording
8.1 Each party shall indemnify the other against third-party claims to the extent arising from its gross negligence, wilful misconduct, or (for Contractor) infringement of third-party intellectual property by deliverables as delivered. 8.2 Except for indemnification obligations and breach of confidentiality, neither party's aggregate liability shall exceed the total fees paid or payable under this Agreement, and neither party shall be liable for indirect, incidental, consequential, or lost-profit damages.
CriticalIPSections 4.1–4.2
IP grab covers all your work and pre-existing tools
“All work product ... created by Contractor, whether or not in connection with the Services and whether or not during working hours, during the term of this Agreement ... shall be the sole and exclusive property of Company ... including all of Contractor's pre-existing tools, libraries, and know-how”
Northwind would own everything you create while the contract runs, including work for other clients and personal projects. You would also hand over your own reusable code libraries and know-how. That could stop you using your own toolkit ever again and put you in breach with other clients.
Ask for: Limit the assignment to deliverables created specifically for this project. Transfer ownership only on full payment. Keep your pre-existing materials and grant a non-exclusive licence to use them.
Suggested wording
4.1 Upon receipt of full payment, Contractor assigns to Company all rights in the deliverables created specifically for Company under Exhibit A (the "Work Product"). 4.2 Contractor retains all rights in its pre-existing tools, libraries, know-how, and general-purpose materials ("Contractor Materials"). To the extent Contractor Materials are incorporated into the Work Product, Contractor grants Company a perpetual, non-exclusive, royalty-free licence to use them solely as part of the Work Product.
CriticalNon-competeSection 6
Broad 24-month non-compete across two continents
“for a period of twenty-four (24) months thereafter, Contractor shall not, anywhere in North America or Europe, provide services to any business engaged in retail, e-commerce, or customer loyalty programs.”
Retail and e-commerce make up a huge share of web development work. This could block much of your livelihood for two years after an $18,000 project. Clause 6.2 also stops you accepting work from any Northwind client, even if they approach you.
Ask for: Delete the non-compete entirely. At most, accept a short non-solicit that stops you actively poaching Northwind's employees or clients you met through this project.
Suggested wording
6.1 During the term and for six (6) months thereafter, Contractor shall not knowingly solicit any Company employee with whom Contractor worked under this Agreement to leave Company's employment. Nothing in this Agreement restricts Contractor from providing services to any other person or business.
HighScopeSections 1.1, 1.2, Exhibit A
Acceptance and revisions at Company's sole discretion
“Contractor shall make such revisions to the deliverables as Company may request until Company, in its sole discretion, is satisfied with the deliverables.”
Northwind can refuse to accept any milestone, so you are never paid. It can also demand endless revisions and "additional services" at no extra fee. Your fixed price has no fixed scope.
Ask for: Define objective acceptance criteria and a review window with deemed acceptance. Cap revision rounds. Bill extra work at an agreed rate.
Suggested wording
Company shall review each milestone within ten (10) business days of delivery and either accept it or provide a written list of material non-conformities with the Exhibit A specifications. Contractor shall correct listed non-conformities and redeliver. If Company does not respond within the review period, the milestone is deemed accepted. Each milestone includes up to two (2) rounds of revisions. Additional revisions or services outside Exhibit A will be performed under a written change order at USD [rate] per hour.
HighTerminationSections 3.2–3.3
Company can terminate anytime without paying for work in progress
“Company may terminate this Agreement at any time, for any reason or no reason, effective immediately ... Company's sole obligation shall be to pay for milestones accepted prior to the date of termination.”
Northwind could end the contract the day before a milestone is due and keep your partial work without paying for it. You, meanwhile, can only exit after a 90-day cure period, even if you are not being paid.
Ask for: Require payment for work performed up to termination. Give yourself a right to terminate on notice, and a short cure period for non-payment.
Suggested wording
Either party may terminate this Agreement for convenience on fourteen (14) days' written notice. Upon any termination other than for Contractor's uncured material breach, Company shall pay for all accepted milestones plus a pro-rata portion of the fee for the milestone in progress, based on work performed, and any approved expenses. Contractor may terminate on written notice if any undisputed amount remains unpaid fifteen (15) days after written notice.
HighOtherSection 9.1
Unilateral amendment by notice
“Company may amend this Agreement at any time by providing written notice to Contractor. Contractor's continued performance of the Services shall constitute acceptance of such amendment.”
Northwind could change the fee, scope or any other term just by emailing you. Keeping working would count as agreeing. Every protection you negotiate could be undone.
Ask for: Require any amendment to be in writing and signed by both parties.
Suggested wording
9.1 This Agreement may be amended only by a written instrument signed by authorised representatives of both parties.
HighWarrantySection 7.1
Lifetime defect-free warranty with free fixes forever
“Contractor warrants that the deliverables will be free from all defects and errors and will operate without interruption. Contractor shall correct any defect reported by Company at any time, at no additional charge.”
No software is free of all bugs or uninterrupted. You would be in breach on day one and owe unlimited free support with no time limit. Combined with unlimited liability, this is very dangerous.
Ask for: Warrant only material conformity to the specifications for a limited period, such as 60–90 days. Exclude issues caused by others' changes, hosting, or third-party services.
Suggested wording
7.1 Contractor warrants that for ninety (90) days after acceptance of the final milestone, the deliverables will materially conform to the specifications in Exhibit A. Contractor's sole obligation for breach of this warranty is to correct reported non-conformities at no charge. This warranty does not cover issues caused by modifications by others, third-party services, hosting, or misuse. All other warranties are disclaimed.
MediumPaymentSection 2.2
90-day payment terms and open-ended withholding
“Company shall pay undisputed invoices within ninety (90) days of receipt. Company may withhold payment of any invoice, in whole or in part, that it disputes in good faith.”
Waiting three months after acceptance strains your cash flow. Northwind can also withhold payment indefinitely just by disputing it, with no need to explain why.
Ask for: Ask for payment within 15–30 days and a deposit upfront. Require written dispute reasons within a short window, and late interest.
Suggested wording
Company shall pay each invoice within thirty (30) days of receipt. Any dispute must be notified in writing with reasons within ten (10) days of receipt, and Company shall pay the undisputed portion on time. Late amounts accrue interest at 1.5% per month or the maximum lawful rate, if lower. Contractor may suspend work while any undisputed amount is more than fifteen (15) days overdue.
MediumPaymentSection 2.3
Contractor bears all project expenses
“Contractor is responsible for all expenses incurred in performing the Services, including software licenses, hosting, and third-party tools, unless otherwise agreed in writing.”
Hosting and licences for a production app are ongoing costs. Under this clause they could fall on you indefinitely and eat into your fixed fee.
Ask for: Make Northwind pay for or reimburse hosting, production licences and third-party services, which should also be held in its own name.
Suggested wording
Company shall procure in its own name, or reimburse Contractor at cost for, all hosting, third-party software licences, and services required for the deliverables, subject to Company's prior written approval of expenses over USD 200.
MediumConfidentialitySections 4.3, 5.1
No portfolio use and perpetual confidentiality
“Contractor shall hold in strict confidence all information disclosed by Company, whether or not marked as confidential, in perpetuity.”
Everything Northwind tells you, including public facts, stays confidential forever. There are no standard exceptions. You also cannot show this project to future clients without permission.
Ask for: Add standard exclusions and a fixed duration, except for trade secrets. Ask for the right to mention the project in your portfolio.
Suggested wording
Confidential Information excludes information that is or becomes public through no fault of Contractor, was known to Contractor beforehand, is independently developed, or is rightfully received from a third party. Obligations last three (3) years after termination, or as long as information remains a trade secret. Contractor may list Company as a client and describe the project in general terms, and may display non-confidential screenshots after public launch.
LowDisputesSections 9.2–9.3
One-sided assignment and Delaware venue
“Any dispute shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware”
If you are not near Delaware, recovering a small unpaid invoice there may cost more than it is worth. Northwind can also hand the contract to anyone, while you cannot use subcontractors.
Ask for: Ask for disputes to be heard where you live, or by remote arbitration or mediation. Allow subcontracting with notice.
Suggested wording
Any dispute shall first be referred to good-faith negotiation for thirty (30) days, then to remote mediation. Either party may bring claims under USD 10,000 in the small-claims court of its home jurisdiction. Contractor may engage subcontractors with Company's prior written consent, not to be unreasonably withheld, and remains responsible for their work.

Missing protections6

Upfront deposit
With sole-discretion acceptance and 90-day terms, you may work for months without any payment.
Clause to add
Company shall pay a non-refundable deposit of USD 6,000 on signing, credited against the final milestone.
Change order process
Without one, scope creep is unpaid and "additional services" are free.
Clause to add
Any change to the scope in Exhibit A requires a written change order agreed by both parties specifying added fees and revised timelines.
Timelines and Company dependencies
Delays caused by late feedback, content or access from Northwind should not count against you.
Clause to add
Delivery dates shall be extended day-for-day for any delay caused by Company's failure to provide feedback, content, approvals, or access in a timely manner.
Right to suspend work for non-payment
It gives you leverage if invoices go unpaid.
Clause to add
Contractor may suspend performance on written notice if any undisputed amount is more than fifteen (15) days overdue, until paid in full.
Ownership transfers only on payment
Otherwise Northwind owns and can use your work even if it never pays.
Clause to add
Title to the Work Product passes to Company only upon Contractor's receipt of full payment of all fees due.
Mutual limitation of indirect damages
It protects you from claims for Northwind's lost profits or business interruption.
Clause to add
Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, or lost profits, arising out of this Agreement.

Obligations & deadlines

Party	Obligation	When
Alex Rivera (Contractor)	Design and develop the loyalty web app per Exhibit A, plus reasonably requested additional services	From March 3, 2026 until completion
Alex Rivera (Contractor)	Make revisions until Company is satisfied	Ongoing, no limit
Alex Rivera (Contractor)	Submit an invoice for each milestone	Upon acceptance of each milestone
Alex Rivera (Contractor)	Pay all expenses, including licences, hosting and tools	Throughout the project
Alex Rivera (Contractor)	Fix any reported defect free of charge	At any time, with no end date
Alex Rivera (Contractor)	Keep all Company information confidential	Forever
Alex Rivera (Contractor)	Not work for retail, e-commerce or loyalty businesses in North America or Europe, nor accept work from Company's clients	During the term and 24 months after
Alex Rivera (Contractor)	Not show the work in a portfolio or publicity without consent	Indefinitely
Alex Rivera (Contractor)	Pay all own taxes, insurance and benefits	Ongoing
Northwind Retail Group LLC (Company)	Pay USD 6,000 per accepted milestone	Within 90 days of receiving each undisputed invoice
Northwind Retail Group LLC (Company)	Pay for milestones already accepted if it terminates	On termination

Questions to ask before signing

1.What objective criteria will you use to accept each milestone, and how quickly will you review?
2.Will you pay a deposit upfront and shorten payment terms to 30 days?
3.Can we cap revisions per milestone and bill extra requests via change orders?
4.Who pays for hosting and third-party licences after launch, and in whose name are they held?
5.Will you agree to mutual, capped liability limited to the contract value?
6.Can the IP assignment be limited to project deliverables, with my pre-existing tools licensed rather than assigned?
7.Why is a 24-month non-compete across all of retail and e-commerce necessary, and can it be dropped?
8.Will you pay for work in progress if you terminate early?
9.Can amendments require both parties' signatures?
10.What are the target dates for each milestone, and what do you need to provide to meet them?
11.May I list Northwind as a client and show the app in my portfolio after launch?

The contract

Independent Contractor Services Agreement

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

This Independent Contractor Services Agreement (the "Agreement") is entered into as of March 3, 2026 (the "Effective Date") by and between Northwind Retail Group LLC, a Delaware limited liability company ("Company"), and Alex Rivera, an individual ("Contractor").

1. SERVICES
1.1 Contractor shall design and develop a customer loyalty web application for Company as described in Exhibit A (the "Services"), together with any additional services reasonably requested by Company from time to time.
1.2 Contractor shall make such revisions to the deliverables as Company may request until Company, in its sole discretion, is satisfied with the deliverables.

2. FEES AND PAYMENT
2.1 Company shall pay Contractor a fixed fee of USD 18,000 for the Services, payable in three equal installments upon Company's acceptance of each milestone listed in Exhibit A.
2.2 Contractor shall submit invoices upon acceptance of each milestone. Company shall pay undisputed invoices within ninety (90) days of receipt. Company may withhold payment of any invoice, in whole or in part, that it disputes in good faith.
2.3 Contractor is responsible for all expenses incurred in performing the Services, including software licenses, hosting, and third-party tools, unless otherwise agreed in writing.

3. TERM AND TERMINATION
3.1 This Agreement commences on the Effective Date and continues until the Services are completed, unless terminated earlier under this Section 3.
3.2 Company may terminate this Agreement at any time, for any reason or no reason, effective immediately upon written notice to Contractor. Upon such termination, Company's sole obligation shall be to pay for milestones accepted prior to the date of termination.
3.3 Contractor may terminate this Agreement only upon Company's material breach that remains uncured ninety (90) days after written notice.

4. INTELLECTUAL PROPERTY
4.1 All work product, inventions, designs, code, documentation, and other materials created by Contractor, whether or not in connection with the Services and whether or not during working hours, during the term of this Agreement (the "Work Product") shall be the sole and exclusive property of Company and shall be deemed "works made for hire."
4.2 To the extent any Work Product does not qualify as a work made for hire, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to such Work Product, including all of Contractor's pre-existing tools, libraries, and know-how incorporated therein.
4.3 Contractor waives all moral rights in the Work Product and shall not display the Work Product in any portfolio or publicity without Company's prior written consent.

5. CONFIDENTIALITY
5.1 Contractor shall hold in strict confidence all information disclosed by Company, whether or not marked as confidential, in perpetuity.

6. NON-COMPETITION AND NON-SOLICITATION
6.1 During the term of this Agreement and for a period of twenty-four (24) months thereafter, Contractor shall not, anywhere in North America or Europe, provide services to any business engaged in retail, e-commerce, or customer loyalty programs.
6.2 During the same period, Contractor shall not solicit or accept work from any client or customer of Company.

7. WARRANTIES
7.1 Contractor warrants that the deliverables will be free from all defects and errors and will operate without interruption. Contractor shall correct any defect reported by Company at any time, at no additional charge.

8. INDEMNIFICATION AND LIABILITY
8.1 Contractor shall indemnify, defend, and hold harmless Company and its affiliates, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Services or this Agreement.
8.2 IN NO EVENT SHALL COMPANY BE LIABLE TO CONTRACTOR FOR ANY AMOUNT IN EXCESS OF THE FEES PAID TO CONTRACTOR IN THE ONE (1) MONTH PRECEDING THE CLAIM.
8.3 Contractor's liability under this Agreement shall be unlimited.

9. GENERAL
9.1 Company may amend this Agreement at any time by providing written notice to Contractor. Contractor's continued performance of the Services shall constitute acceptance of such amendment.
9.2 Company may assign this Agreement without Contractor's consent. Contractor may not assign or subcontract any part of this Agreement.
9.3 This Agreement shall be governed by the laws of the State of Delaware. Any dispute shall be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and Contractor consents to the jurisdiction of such courts.
9.4 Contractor is an independent contractor and is solely responsible for all taxes, insurance, and benefits.

EXHIBIT A - MILESTONES
Milestone 1: UX design and clickable prototype - USD 6,000
Milestone 2: Working web application (staging) - USD 6,000
Milestone 3: Production launch and handover - USD 6,000
Acceptance of each milestone shall be determined by Company in its sole discretion.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

Northwind Retail Group LLC Contractor
By: ______________________ ______________________
Name: Jordan Blake, COO Alex Rivera

A contractor agreement, reviewed on behalf of the contractor

Key terms

Issues to negotiate11

Unlimited liability and one-sided indemnity

IP grab covers all your work and pre-existing tools

Broad 24-month non-compete across two continents

Acceptance and revisions at Company's sole discretion

Company can terminate anytime without paying for work in progress

Unilateral amendment by notice

Lifetime defect-free warranty with free fixes forever

90-day payment terms and open-ended withholding

Contractor bears all project expenses

No portfolio use and perpetual confidentiality

One-sided assignment and Delaware venue

Missing protections6

Upfront deposit

Change order process

Timelines and Company dependencies

Right to suspend work for non-payment

Ownership transfers only on payment

Mutual limitation of indirect damages

Obligations & deadlines

Questions to ask before signing