Independent contractor checklist

Classification: are they really a contractor?

• Control. The more you direct how, when, and where the work is done, the more it looks like employment.
• Own business. A true contractor has their own tools, other clients, and the chance of profit or loss.
• Integration. If the person is woven into your operations like a staff member, that points to employee status.
• Exclusivity and duration. Long, full-time, exclusive engagements look a lot like employment.

The written agreement

• Scope and deliverables. What's being done, by when, and what finished work looks like.
• Fees and invoicing. Rate, payment schedule, expenses, and taxes — the contractor handles their own remittances.
• Term and termination. How long it runs and how either side ends it, with notice.
• Independent status clause. The contract stating they're a contractor responsible for their own taxes and benefits — helpful, though not decisive on its own.

Protecting your business

• IP ownership and assignment. Without a written assignment, the contractor may own what they create — this clause is essential for anything creative or technical.
• Confidentiality. Your information stays protected during and after the engagement.
• Restrictive covenants. Reasonable non-solicitation, drafted to be enforceable under current Canadian law.
• Insurance and indemnity. Who carries insurance, and who covers what if something goes wrong.

Expect the contractor to push back on some of these terms. The clauses a careful contractor will raise — the scope of the IP assignment, the liability cap, payment and termination — are set out in what to look for in an independent contractor agreement. For the IP clauses specifically — background IP, side projects and work for other clients — see the contractor IP protection guide.