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Blackwing

Contractors let a startup move fast, but the label on the agreement does not decide how the law treats the relationship. We draft agreements that reflect how the work is really done, assign the IP to you, and flag roles that look more like employment. Where a state test is strict, we tell you before you sign.

At a glance

Practice
Employment
Pricing
Flat fee, quoted before we start
Included
6 deliverables
Process
3 steps, one named attorney
Where we work
Slack, email or a call

When founders call us

The moments that usually bring a company to us for this work.

  1. 01

    You are hiring a freelance developer or designer to build part of your product

  2. 02

    You want to work with someone in California, New Jersey or Massachusetts as a contractor

  3. 03

    A contractor has been working with you full-time for a year and you are unsure whether that is still right

  4. 04

    You are engaging an overseas developer through a direct agreement

What you get

Scoped in writing before we start. One flat fee for all of it.

  1. Independent contractor agreement with scope, deliverables, payment and term
  2. IP assignment and confidentiality terms covering all work product
  3. Classification review for each role against federal and relevant state tests
  4. Statement of work template for project-based engagements
  5. Guidance on converting a contractor to an employee when the facts call for it
  6. Notes on international contractor issues to raise with local counsel where needed

How it works

  1. 1

    Role assessment

    We review what the contractor will do, how they are managed and where they are located.

  2. 2

    Draft and flag

    We prepare the agreement and point out any facts that create classification risk.

  3. 3

    Finalize

    You sign with clear scope and IP terms, plus a note on what to monitor going forward.

Mistakes we help you avoid

The ones we see most often, and catch before they cost you.

  • Avoided

    Treating a contractor in California as independent when the role fails the ABC test

  • Avoided

    Using a contractor agreement with no present-tense IP assignment

  • Avoided

    Setting hours, tools and supervision like an employee while paying on a 1099

  • Avoided

    Paying contractors in equity without board approval or securities compliance

Contractor Agreements: questions founders ask

Used in California and several other states for some purposes, it presumes a worker is an employee unless the company shows three things: the worker is free from the company's control, the work is outside the usual course of its business, and the worker is customarily engaged in an independent business of that type. California has statutory exemptions for some professions and business-to-business arrangements, so the analysis depends on the facts.

Not on its own. Agencies and courts look at how the relationship actually works, not just what the agreement calls it. The agreement helps by reflecting genuine independence, but day-to-day practice matters more.

Without a written assignment, the contractor generally owns the copyright in what they write, and you may have only an implied license. Most software does not qualify as work made for hire from a contractor. A clear assignment clause fixes this.

Non-employee service providers can receive equity under most plans, subject to board approval and securities rules. They cannot receive incentive stock options, which are only for employees. Tax treatment differs from employee grants, so it is worth planning before you offer it.

Get a flat-fee quote for Contractor Agreements.

A short call with an attorney. You leave with a written scope and one fixed price.

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Attorney advertising. The information on this site is general and is not legal advice. Contacting Blackwing or using this site does not create an attorney-client relationship. Prior results do not guarantee a similar outcome.