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AI-Powered Contractor Agreement Review

Contractor agreements.
IP, risk, and sham contracting.

No IP assignment clause. Sham contracting red flags. Payment terms that leave the contractor with no protection. Kontractually reviews independent contractor agreements against your playbook before engagement begins.

Review your contractor agreementsSee the checklist

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Contractor agreement checklist

6 provisions to review in every independent contractor agreement.

Kontractually checks these against your playbook before engagement begins.

1
Employee vs contractor distinction
Sham contracting provisions in the Fair Work Act make it unlawful to misrepresent an employment relationship as a contractor arrangement. Multi-factor test: control, integration, results, tools, and risk. High risk factors are flagged.
2
IP ownership and work for hire
Who owns deliverables created under the contract? Unlike employees (where IP vests in the employer by default), contractor IP ownership depends entirely on the agreement. Assignment language must be explicit.
3
Scope of services
Is the scope sufficiently defined? Vague scope descriptions in contractor agreements lead to disputes about whether additional work is in or out of scope.
4
Payment terms and invoicing
Payment milestones, invoice approval process, and payment timeframes. Contractors don't have Fair Work protections on payment - clear contractual terms are the only protection.
5
Termination for convenience
Can either party terminate without cause? What notice period applies? Are there minimum term commitments or early termination fees?
6
Restraint and non-solicitation
Post-engagement non-compete and non-solicitation restrictions. Must be reasonable in scope and duration. Australian courts apply the same reasonableness test as for employment restraints.
FAQ

Contractor agreement questions.

More questions? Email us.

Sham contracting occurs when a business engages someone as an independent contractor when the relationship is actually one of employment. The Fair Work Act prohibits misrepresenting employment as contracting. Kontractually flags contract terms that increase sham contracting risk: exclusive engagement (contractor works only for you), set hours and schedule, provision of tools and equipment, payment by time rather than results, and integration into the business. None of these is determinative alone, but combinations increase risk.

Unlike employees (where IP typically vests in the employer under the Copyright Act), there is no automatic IP assignment for contractors. IP ownership is entirely contractual. Without a clear assignment clause, the contractor may own the copyright in work they created even if you paid for it. Kontractually flags contractor agreements that lack explicit IP assignment language.

They're often the same thing - the terminology varies. 'Independent contractor agreement,' 'services agreement,' 'consulting agreement,' and 'statement of work' all refer to agreements where the worker is engaged as a contractor rather than an employee. Kontractually can review any of these document types against your playbook.

Yes. Labour-hire arrangements involve three parties: the labour-hire agency, the worker, and the host employer. Kontractually can review the labour-hire supply agreement between the agency and the host employer, and the contractor agreement between the agency and the worker, separately against relevant playbooks.

Yes. The playbook system is industry-agnostic. Configure rules for your specific industry - technology contractors (IP assignment, IP ownership of pre-existing materials), construction contractors (SOPA compliance, payment terms), or professional services (deliverable definition, acceptance criteria).

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Review every contractor agreement before engagement begins.

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