Independent contractor agreement analyzer
Don't sign blind.
Master service agreement, statement of work, or 1099 contractor agreement on the way? Dang reads the document and flags misclassification risk, indemnity asymmetry, IP, payment, and the state freelance protection laws that may apply.
No account requiredFile deleted after analysisNot legal advice
What Dang checks for
Independent contractor agreements add misclassification and tax-allocation risk on top of standard freelance terms. Dang flags both layers.
- Misclassification flags. Language that looks more like employment than independent contracting (set hours, exclusive engagement, employer-supplied tools) gets flagged for review.
- Indemnification one-sided. Common in 1099 agreements; flagged when contractor indemnifies client without reciprocal protection.
- Tax and benefits language. Contractor pays own taxes, no benefits, but watch for clawback or deduction provisions.
- IP assignment broad. Same risk as freelance contracts: assignment may extend to pre-existing materials.
- Payment terms. Net 60 or longer flagged. State freelance protection laws may cap at Net 30. N.Y. Gen. Bus. Law Art. 44-A, Cal. Bus. & Prof. Code § 18100 (SB 988).
- No kill fee. Termination-for-convenience clauses without contractor compensation flagged.
- Non-solicit and non-compete. Unusual in 1099 work; flagged where they appear.
- Insurance requirements. Required E&O or general liability coverage that may be uneconomical for the engagement size.
State variation matters
Several states have freelance protection laws that may apply to independent contractor work:
- New York Freelance Isn't Free Act · written contract required above $800; payment within 30 days. N.Y. Gen. Bus. Law Art. 44-A.
- California Freelance Worker Protection Act · written contract required above $250; payment within 30 days. Cal. Bus. & Prof. Code § 18100 (SB 988).
- Illinois Freelance Worker Protection Act · written contract required above $500; payment within 30 days. 820 ILCS 193/.
Sample preview
Set hours, exclusive engagement, and employer-provided tools detected. Worth confirming this should be a 1099 rather than a W-2.
Indemnification runs only from contractor to client. No reciprocal language for client misconduct.
Net 60 payment terms. Several state freelance protection laws cap at Net 30.
Source: Cal. Bus. & Prof. Code § 18100 (SB 988)What to ask before signing
- Does the relationship actually look independent under federal and state classification tests?
- Is the indemnity one-sided?
- Does the IP assignment cover only deliverables, or does it sweep in my pre-existing tools?
- What is the payment timeline?
- Is there a kill fee for termination-for-convenience?
- What insurance is required, and is it economical for the project size?
Frequently asked questions
How is this different from a freelance contract?
Largely overlapping. Independent contractor agreements often add tax-allocation language, insurance requirements, and misclassification risk that simpler freelance contracts skip.
What is misclassification?
When the relationship looks more like employment than independent contracting. State and federal tests vary. Misclassification can trigger back-tax and benefits liability for the hiring company and contractor.
What's a reasonable kill fee?
Common practice is 25-50% of unpaid fees on termination, plus payment for work delivered to date.
What does it cost?
Preview is free. Full report is $6.99, one-time, no subscription.
Sources & further reading
- N.Y. Gen. Bus. Law Art. 44-A · NY Freelance Isn't Free Act
- Cal. Bus. & Prof. Code § 18100 (SB 988) · CA Freelance Worker Protection Act
- 820 ILCS 193/ · IL Freelance Worker Protection Act
No account required · File deleted after analysis · Not legal advice. Dang reports contract findings in plain English. For consequential decisions, consult a licensed attorney in your state.