Whether you're a solo developer, technical consultant, or founder-for-hire, having a solid Independent Contractor Agreement is non-negotiable. A handshake and a few Slack messages won't protect you if something goes sideways, and in software projects, things often do.
At Counsel Club, we’ve worked with hundreds of freelancers and creative professionals, including software engineers, UX/UI devs, and full-stack builders. One thing we’ve learned? The best defense is a clear, well-drafted contract that spells out the scope, the rights, and the rules from the start.
Here’s what to include in your Independent Contractor Agreement — plus how to customize one with Counsel Club in minutes.
Why Software Developers Need a Strong Independent Contractor Agreement
When you're hired as an independent contractor, you're not just building code. You’re managing expectations, protecting your IP, and ensuring you get paid fairly for your work. Without a written agreement, it’s easy to run into problems like:
- Clients requesting unlimited revisions or features beyond scope
- Disagreements about who owns the final deliverables
- Late or missing payments
- Lack of clarity around termination or confidentiality
A good contract helps you avoid misunderstandings, get ahead of scope creep, and focus on what you do best — building great software.
Key Legal Terms for Software Developers to Include
Not all independent contractor agreements are created equal. If you're working as a developer, here are the key legal terms you should make sure are covered:
1. Intellectual Property Ownership and Usage Rights
Who owns the code when the project is done? Most clients will expect "work for hire" terms, which means they own the final product. But you may have pre-existing code libraries, frameworks, or tools you want to reuse.
Make sure your agreement:
- Separates background IP (what you already built) from deliverables (what you're creating for the client)
- Grants the client rights to use the deliverables while preserving your right to reuse your own tools elsewhere
- Clarifies whether attribution is required or permitted
2. Payment Milestones and Revision Limits
Many dev projects take place over several weeks or months. Don’t wait until the end to get paid.
Protect yourself by including:
- A payment schedule tied to deliverables or time intervals
- Clear revision limits so the project doesn’t drag on forever
- A late payment clause with fees or interest if invoices aren’t paid on time
3. Scope of Work and Change Requests
Clients love to say “just one more tweak” — which can lead to a dozen unexpected feature requests.
Your contract should:
- Define the initial scope of work clearly and in plain English
- Outline how change requests will be handled, including additional fees or a new agreement
- Include a force majeure clause to protect you from delays outside your control
4. Confidentiality and Non-Solicitation
If you’re working with proprietary systems or user data, a confidentiality clause is essential. You may also want to prevent the client from poaching your team or contractors.
Good contracts will:
- Define what information is considered confidential
- Explain how long the confidentiality obligation lasts
- Include a non-solicitation clause if needed
5. Termination and Kill Fees
What happens if the project ends early? Whether it's due to changing priorities or budget cuts, make sure you’re compensated fairly.
A clean termination section should:
- Allow either party to end the contract with reasonable notice
- Include a kill fee or payment for work completed up to the date of termination
- Specify how final deliverables and rights are handled at termination
How Counsel Club Helps Software Developers Get It Right
At Counsel Club, we built our platform with freelancers and service providers in mind. Our Independent Contractor Agreement is:
- Smart and customizable. Answer a few clear questions about your project, and we’ll generate the right clauses for your situation.
- Drafted by lawyers. Every clause is written by real attorneys (no AI hallucinations), with safeguards built in.
- AI-powered support. Our assistant, Amicus, helps explain terms, offer examples, and surface common edits for your specific use case.
You don’t have to start from scratch or pay a lawyer thousands just to protect yourself.
A Few Questions a Software Developer Might Ask Amicus
“I’m using my own React framework on a client project. How do I make sure I can reuse it later?”
Amicus can walk you through how to identify and carve out background IP in your agreement.
“The client keeps asking for small changes — is there a way to limit this in the contract?”
Yes. Amicus can help you add a clause that defines revision rounds and introduces change request fees.
“They want to pay me on completion, but I’m worried about cash flow. What should I ask for?”
We can suggest payment milestones or a retainer structure that protects your time and effort.
Customize Your Agreement with Counsel Club (It’s Free to Start)
We’ve helped hundreds of developers, designers, and consultants protect their work and get paid with confidence.
If you’re a freelance developer or agency, now’s the time to create a contract that’s actually built for how you work. Try Counsel Club for free and customize your Independent Contractor Agreement in minutes — no legal jargon, no confusion.
