# Contractor Agreement Checklist

Based on Skala ICA template standards. Run through each item.

## Output Format

| # | Item | Status | Note |
|---|------|--------|------|
| 1 | ... | ✅/❌ | ... |

---

## 1. Document Completeness
- [ ] Full document available (not excerpts)
- [ ] All exhibits/schedules attached
- [ ] Key Terms table completed (if Skala format)

## 2. Client Perspective
- [ ] Identified: Company or Contractor?
- [ ] Review from that perspective

## 3. Governing Law & Dispute Resolution
- [ ] Governing law stated
- [ ] Dispute resolution specified (litigation or arbitration)
- [ ] If arbitration: institution named

---

## 4. Scope of Services ⚠️ CRITICAL FOR IC STATUS

**Check for Skala standard:**
> "Contractor will have exclusive control over the manner and means of performing the Services"

- [ ] Services clearly defined
- [ ] Deliverables specific
- [ ] **NO fixed hours requirement** (9-5 = employee indicator)
- [ ] **NO "at Company's direction" for methods**
- [ ] Contractor controls time, place, tools
- [ ] Modifications require "mutual written agreement"
- [ ] Status updates "upon request" not mandatory reporting

---

## 5. Compensation Structure

- [ ] Fee structure clear (monthly/fixed/hourly)
- [ ] Payment terms stated (Net 10-30 standard)
- [ ] **Invoice requirement** (contractors bill; employees get paychecks)
- [ ] Expense reimbursement: pre-approved + documented only
- [ ] **NO benefits mentioned** (health, PTO, equity = employee)
- [ ] **NO payroll/withholding references**

---

## 6. Intellectual Property ⚠️ CRITICAL

**Check for Skala standard:**
> "Contractor irrevocably assigns to Client all rights, title and interest worldwide"

- [ ] Full IP assignment to Client
- [ ] Covers: copyrights, patents, trademarks, trade secrets
- [ ] Work Product defined (deliverables, inventions, improvements)
- [ ] **"Contractor retains no right to use"**
- [ ] Moral rights waived or licensed
- [ ] Documentation obligation (sign assignment docs)

### Preexisting IP
- [ ] Addressed in agreement
- [ ] Either: "will not use" OR license grant to Client

### 🔴 GPL/Copyleft
- [ ] **Explicit warranty NO copyleft licenses** (GPL, LGPL)
- [ ] "Unless Client expressly agreed in writing"

---

## 7. Representations & Warranties

- [ ] Professional performance per industry standards
- [ ] Work Product is original
- [ ] Contractor has rights to assign
- [ ] No third-party infringement
- [ ] **No copyleft/GPL without approval**
- [ ] Legal compliance including taxes

---

## 8. Independent Contractor Status ⚠️ CRITICAL

**Required statements:**
- [ ] "Independent contractor, not employee, agent, or partner"
- [ ] No authority to bind Client
- [ ] **No tax withholding by Client**
- [ ] **Contractor responsible for all taxes**
- [ ] No employment benefits

**Reclassification protection:**
- [ ] "If reclassified, Contractor agrees not to claim employment benefits"

---

## 9. Indemnification

- [ ] Contractor indemnifies Client
- [ ] Covers breach of agreement
- [ ] Covers breach of representations/warranties
- [ ] Includes attorneys' fees
- [ ] Scope reasonable (check for excessive breadth)

---

## 10. Confidentiality

- [ ] Obligations defined (no use except for Agreement purposes)
- [ ] Definition of Confidential Information (broad)
- [ ] Standard exclusions present:
  - [ ] Public information
  - [ ] Third-party lawful disclosure
  - [ ] Independently developed
- [ ] Permitted disclosure to employees/agents with similar obligations
- [ ] Survives termination

---

## 11. No Conflicts

- [ ] Warranty: no existing conflicts
- [ ] Agreement to avoid inconsistent activities

---

## 12. Non-Solicitation

- [ ] Duration reasonable (1 year standard)
- [ ] **"Known to Contractor"** limitation (enforceability)
- [ ] Covers: employees, clients, customers, partners
- [ ] "Direct or indirect"

### ⚠️ Non-Compete Check
- [ ] **Is there a non-compete clause?**
  - If YES: 🔴 Review carefully — undermines IC status
  - Skala templates do NOT include non-competes

---

## 13. Term & Termination

- [ ] Agreement term defined
- [ ] Termination rights for both parties
- [ ] Notice period stated (5-30 days reasonable)
- [ ] Payment for work performed through termination
- [ ] Survival clauses identified:
  - [ ] IP
  - [ ] Warranties
  - [ ] Indemnity
  - [ ] Confidentiality
  - [ ] Non-solicitation

---

## 14. Assignment

- [ ] Contractor cannot subcontract without consent
- [ ] Attempted assignment void without consent

---

## 15. Remedies

- [ ] Equitable relief available (injunction, specific performance)
- [ ] For irreparable harm (CI breach, IP misuse)

---

## Quick Reference: Classification Thresholds

| Level | Criteria |
|-------|----------|
| 🔴 RED | Misclassification indicators (fixed hours + company tools + no subcontracting), uncapped liability, no IP assignment, no termination rights, GPL code without disclosure, benefits mentioned |
| 🟡 YELLOW | Liability cap <12mo fees, IP ambiguous, termination 30-60 days, non-compete present, Net 60+ |
| 🟢 GREEN | Clear IC status (Skala standard), liability cap ≥12mo, full IP assignment, termination ≤30 days, Net 30, no benefits, no non-compete |