Before you sign, see which sentences could cost you.
Every flag quotes its exact sentence.
Try it on a documentPDF, Word or plain text. Scans and photos of paper won’t work.
SamplePage 1
Independent Contractor Agreement
This Independent Contractor Agreement (the "Agreement") is made as of the Effective Date between the company named in Exhibit A ("Company") and the person named in Exhibit A ("Contractor").
1. Services. Contractor will perform the services described in Exhibit A (the "Services") and deliver the work described there (the "Project"). Contractor controls the manner and means of performing the Services.
2. Fees and Payment. Company will pay Contractor the fees set out in Exhibit A. Contractor will invoice Company monthly, and Company will pay each undisputed invoice within thirty (30) days of receiving it.
3. Term and Termination. This Agreement begins on the Effective Date and continues until the Project is complete (the "Term"). Either party may end this Agreement by giving fourteen (14) days' written notice. If Contractor ends this Agreement for any reason before the Project is complete, Contractor shall be liable for any and all costs Company incurs to complete the Project.
4. Ownership of Work Product. Contractor hereby assigns to Company all right, title and interest in any work product, ideas or materials that Contractor creates during the Term, whether or not related to the Services. Contractor will sign any document Company reasonably requests to confirm this assignment.
5. Confidentiality. Contractor will hold Company's Confidential Information in confidence and use it only to perform the Services. This obligation continues for three (3) years after this Agreement ends.
6. Non-Solicitation. For twenty-four (24) months after this Agreement ends, Contractor shall not provide services to any client or customer of Company.
7. Independent Contractor Status. Contractor is an independent contractor and is responsible for all taxes on amounts paid under this Agreement.
8. Governing Law. This Agreement is governed by the laws of the state named in Exhibit A, without regard to its conflict-of-laws rules.
Three flags, ranked by what’s likely to cost you
“If Contractor ends this Agreement for any reason before the Project is complete, Contractor shall be liable for any and all costs Company incurs to complete the Project.”
If you end the contract before the project is done, for any reason, you owe whatever it costs them to finish it. Nothing in the clause caps that amount.
“For twenty-four (24) months after this Agreement ends, Contractor shall not provide services to any client or customer of Company.”
The ban covers every client and customer the company has, including ones you never dealt with on this project, and it lasts 24 months after the contract ends.
“Contractor hereby assigns to Company all right, title and interest in any work product, ideas or materials that Contractor creates during the Term, whether or not related to the Services.”
The assignment covers any work, idea or material you create during the contract, including work that has nothing to do with this project.
Each flag also comes with wording you can send back to the client.
If Contractor ends this Agreement for any reason before the Project is complete, Contractor shall be liable for any and all costs Company incurs to complete the Project.
Every flag shows its sentence
That’s flag 1, copied exactly as it appears in section 3 of the sample. Search your own copy for any sentence Redline quotes and you’ll find it there. If Redline can’t point to a sentence, it doesn’t raise the flag.
What Redline won’t do
- It won’t tell you whether to sign. That depends on things the agreement doesn’t say, like how much you need the work.
- Nothing here is legal advice. Redline explains what the agreement says; what to do about it is your call, or a lawyer’s.
- Scans and photos of paper won’t work. Redline needs a PDF, Word or text file with real text in it, so every quote matches the page.
- Leases and terms of service are outside what it checks. It’s built for freelance and client service agreements.