The agreement should describe in as much detail as possible what you expect the IC to do. You must word the description carefully to concentrate on the results you expect him or her to achieve. Don’t tell the IC how to achieve the result; that would indicate that you have the right to control how the IC performs the work. Such a right of control is the hallmark of an employment relationship.
EXAMPLE: Jack hires Jill to prepare an index for his multi-volume history of ancient Sparta. Jack describes the results he expects Jill to achieve like this: “Contractor agrees to prepare an index of Client’s History of Sparta of at least 100 single-spaced pages. Contractor will provide Client with a printout of the finished index and a 3.5 inch computer disk version in ASCII format.”
Jack should not tell Jill how to create the index. For example, Jack should not write: “Contractor will prepare an alphabetical three-level index of Client’s History of Sparta. Contractor will first prepare 3-by-5-inch index cards listing every index entry beginning . After each chapter is completed, Contractor will deliver the index cards to Client for Client’s approval. When index cards have been created for all 50 chapters, Contractor will create a computer version of the index using Complex Software Version 7.6. Contractor will then print out and edit the index and deliver it to Client for approval.”
It’s perfectly okay for you to establish very detailed specifications for the IC’s finished work product. But the specs should only describe the end results the IC must achieve, not how to obtain those results.
You can include the description in the main body of the Agreement. Or if it’s a lengthy explanation, put it on a separate attachment.
Suggested Language: Alternative A
Services to Be Performed
Contractor agrees to perform the following services: [Briefly describe services you want performed by IC.]
Suggested Language: Alternative B
Services to Be Performed
Contractor agrees to perform the services described in Exhibit A, which is attached to this Agreement.