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Need Help! Client asking me to sign Independent Contractor Agreement

Active Member
Veever O Member Since: Apr 30, 2021
1 of 5

This post is slightly long so thank you in advance for reading and responding!

I joined Upwork about 2 weeks ago and I have my first offer! Below are the details.

After a Zoom interview, the client extended me an offer for the job. The interview was a pleasant one and the client mentioned that this is their first time using Upwork so all of this is relatively new to them. About a day later after the interview, the client notified me that they would like to move forward. They sent two documents over to sign along with the offer. The documents were a W-9 Form and a 9 page Independent Contractor Agreement with all the bells and whistles (including a Non Conflict clause and a line for Signature, Address, Email, DOB, and Nationality or Domicile on the last page of the contract). The sentence before the line for the DOB and Nationality/Domicile states “For copyright registration purposes only, Consultant must provide the following information”.

Also, inside the Contractor Agreement was a single document summarizing the project scope.

I’ve let the client know politely that I’ve already submitted my W-9 to Upwork and that they can get a W-9 directly from Upwork (Upwork’s W-9) since they will not be paying me directly but Upwork (the 3rd party organization). I also sent along a helpful Upwork link relating to this.

With regards to the Independent Contractor agreement, I stated the following to the client:

Before I sign, I noticed a few items that I believe your team may want to update:

- Item 2 on page 1 mentions that payment will be due to the consultant 30 days after the client (your company) receives my invoice. Page 8 mentioned 10 days.

- Item 10.1 on page 4 mentions the term of this contract is 1 year with an automatic renewal of 1 year increments. In the Work description, I know the term was around 4 to 12 weeks.

-Item 15 on page 5 - the governing state mentioned is Delaware and since I know your business is in California, I thought you’d want to update this.

I also stated:

“The Consulting Agreement you sent over looks to be a boiler-plate independent contractor agreement that may have some items that does not apply to this project overall.

As such, most clients rely on Upwork’s Terms of Service (TOS) as their contract.
Upwork’s TOS does an excellent job of protecting your interests as well as mine, including a built-in NDA. Therefore, I will gladly work on this project if we agree to both be bound by Upwork’s TOS and built-in contracts.”

I also included links to Upwork’s TOS and article about NDAs.

The client responded back and did not mention signing of the W9 (I think they understood my previous explanation). With regards to the contractor agreement they mentioned:

“We do require all contractors we work with to sign our independent contractor agreement separately from anything that is agreed to in Upwork. Upwork does share that most companies will require contractors to sign an NDA/Agreement outside of their platform.

If you have specific questions on it we are happy to talk through those points. The three that you shared over I’ve addressed below:

- The Statement of Work (SOW) will take precedent for the 2 points you shared. For the length of the agreement, the contractor agreement is something that you only have to sign once, so if we contract your help again in the future you do not have to resign the agreement. The SOW shares the scope of what we are contracting you for at this time.

- For the incorporated state - we are incorporated in Delaware, so that can be left as is.

So my question is should I move forward with this client and accept the offer? I believe signing the 1 page SOW is enough and that signing the Independent Contractor Agreement is not necessary. This client has a verified payment and they seem legit albeit a little unknowledgeable of Upwork’s TOS.

Also, can someone expand on the Non Conflict Clause below? What does this mean exactly? Can I not take any other work outside of this project?

“No Conflicts. Consultant will refrain from any activity, and will not enter into any agreement or make any commitment, that is inconsistent or incompatible with Consultant’s obligations under this Agreement, including Consultant’s ability to perform the Services. Consultant represents and warrants that Consultant is not subject to any contract or duty that would be breached by Consultant’s entering into or performing Consultant’s obligations under this Agreement or that is otherwise inconsistent with this Agreement.”

Thank you again for reading! I look forward to your responses!
Community Guru
Preston H Member Since: Nov 24, 2014
2 of 5

I do not have any advice for you.


I have advice for the client:



I know you didn't write this. It's just something you downloaded off the Internet. But you need to understand that you're hurting your project with this. This is longer and more intrusive than a standard NDA. It doesn't provide you or your project any real protection. You are just chasing away the best freelancers with this. Most of the people who will put up with this are NOT the best freelancers. A lot of the ones who are signing it have not read it and don't care what it says. So you are actually undermining your project without gaining anything. Your project would be more successful if you did not use any NDA at all but instead focused on thoughtful hiring and project management."

Community Guru
Mikko R Member Since: Dec 26, 2015
3 of 5

Veever, the whole clause doesn't make much sense and doesn't seem to have any practical implications. Or it might. I'm not a lawyer. Anyway, many new clients have no idea about how Upwork works and how to hire, so they send strange contracts that can even be in conflict with the normal deal and ToS.


All this one does, as Preston pointed out, is repel experienced freelancers from considering the deal.


What you need to do is nothing. Let the client be. Just don't accept the offer. Do you even need to reply, really?


The reason being, you're new here so it is very important to get the next project going right. Clearly, this client has no clue about how to use Upwork correctly and I'd even doubt other capabilities. (I have a virtual box for dumping offers of this kind... it's labeled Disaster Guys.)


If you want to make sure you do not cross paths again with any client on this platform, you can press the Block button.


I had similar concerns with one client this year. The guy turned out to be super good but just new to Upwork, and we did one of the best projects ever (collaborative patenting-related thing)! But I had to calculate the odds and impact if things went bad and thought that with the profile I have even a  complete disaster wouldn't affect me very much. I could afford the risk. But the situation is a lot riskier for new freelancers whose good start over here could be killed by one unfortunate mix-up.


So, you've already done well in instructing the client about how the contracts work here. And now you don't really need to do anything. Why risk it? Focus on better opportunities, there'll be plenty of them.


All the best! 👍


View solution in original post

Community Guru
Christine A Member Since: May 4, 2016
4 of 5
Just putting my two cents in, but there's nothing unusual about being asked to sign an NDA; about 1/3 of my clients here have required one. If there are any clauses you don't agree with (and definitely the payment schedule and one-year term don't belong in an NDA) you can request to remove them.
Community Guru
Preston H Member Since: Nov 24, 2014
5 of 5

I appreciate and agree with Christine's post.


I don't want this to seem like an anti-NDA thread.

I have signed many NDAs as part of Upwork contracts.
 They were not 9 pages long and didn't contain off-putting elements that have been pointed out as problematic by the various posts in this thread.