For Founders Law

Tech, AI and SaaS

Contractor agreement

For freelancers, agencies and consultants. Bringing on people, and giving them equity.

What it is

A contractor agreement sets the terms for the freelancers, agencies and consultants who work for your company. It covers the services, payment, confidentiality and a written assignment of the IP they create, as a template you can reuse for each new contractor.

By default a contractor owns the copyright in what they make for you, even after you pay in full. An assignment is only valid in writing and signed, so the agreement should be in place before a contractor writes code or makes designs.

You likely need this if

  • A freelancer or agency is building your product or brand
  • A part-time CTO or advisor bills through their own company
  • Someone has already done work for you without a signed agreement
  • You want one standard agreement to send every new contractor

What the starting price includes

  • Contractor agreement for one Ontario contractor
  • IP assignment and confidentiality
  • One round of revisions

What can change the price

  • Contractors outside Ontario
  • Non-solicit or exclusivity terms

We tell you before doing anything outside the agreed scope, and agree the fee first.

Read first Who owns code a contractor writes? Under Canada's Copyright Act, the contractor does, unless they sign a written assignment to your company. Paying the invoice doesn't transfer ownership. Employees are different: the employer is the first owner of work made in the course of employment, unless they agree otherwise. Moral rights stay with the individual either way, unless they waive them. Read the guide

Terms you’ll hear

Independent contractorIP assignmentMoral rightsStock option plan

Often needed with it

Questions founders ask

We paid the contractor. Don’t we own the work?

Not by default. Payment doesn’t transfer copyright; a signed written assignment does. If work was done without one, an assignment can be signed afterwards if the contractor agrees.

What are moral rights?

Rights an author keeps to the integrity of a work and to be associated with it. They can’t be assigned, only waived, so the agreement includes a waiver.

Does the agreement make them a contractor rather than an employee?

Not on its own. That depends on the actual working relationship, so the agreement should match how the person really works.

General information, not legal advice.

How it works

  1. A free 15-minute call. What you’re building and what you need.
  2. A written scope and fixed fee. Before any work starts.
  3. A short, tailored intake. A few focused questions for your matter, so we start with what we need.
  4. Drafting or review. Most work is back within three business days.
Send us a note All fees