Legal

Independent Contractor vs. Employee: Legal Differences

February 10, 2026
7 min read

Why Worker Classification Matters

Misclassifying an employee as an independent contractor is one of the most common — and expensive — legal mistakes businesses make. The IRS and state labor agencies actively audit worker classification, and penalties can include back taxes, penalties, and benefits owed.

The Key Differences

Behavioral Control

Employee: The company controls how, when, and where work is done.

Independent Contractor: The contractor controls how the work is done. The company only specifies the result.

Financial Control

Employee: The company provides tools, reimburses expenses, and pays a regular wage.

Independent Contractor: The contractor uses their own tools, bears their own business expenses, and can profit or lose money.

Type of Relationship

Employee: Ongoing relationship, benefits provided, work is a key part of the business.

Independent Contractor: Project-based, no benefits, may work for multiple clients.

The ABC Test

Many states use the "ABC test" to determine worker classification. A worker is an employee unless:

  • A: The worker is free from control and direction in performing the work
  • B: The work is outside the usual course of the hiring entity's business
  • C: The worker is customarily engaged in an independently established trade

Protecting Your Business

The best protection is a well-drafted Independent Contractor Agreement that clearly establishes the contractor relationship. Key provisions include:

  • Explicit statement that the worker is an independent contractor, not an employee
  • Contractor responsible for their own taxes and insurance
  • Contractor free to work for other clients
  • No benefits provided
  • Contractor uses their own tools and equipment

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