You run a US LLC from abroad, and your developers and designers live all over the world. A short chat and a wallet address feel like enough. They are not. The contractor agreement is the document that decides who owns the work, how and when people get paid, and what happens when things go wrong. Here is a plain-English 2026 guide to writing one for your US LLC.
This guide is about the contract itself: what each key clause does and how to word it so the company is protected. It is not about tax. Whether someone is a contractor for tax purposes and how payments are treated are separate questions; talk to a qualified tax professional. It is also not legal advice. For large deals, or if a contractor lives somewhere with strict local rules, a lawyer in the right country is worth the fee. OtoCo is software and admin support for forming and running US LLCs.
Short answer: Put every contractor relationship in a written agreement between your LLC, named exactly as on its Certificate of Formation, and the contractor. Cover scope, payment (amount, currency, timing and, for stablecoins, the token and network), an IP assignment to the LLC, confidentiality, termination, governing law and disputes. Sign it as the LLC, through an authorised person with a title, never in your own name alone.
Why a written agreement matters more when you hire abroad
When you and your contractor live in different countries, a dispute can turn into a question of which country's law applies before anyone gets to who is right. A written agreement answers that in advance.
It also matters for ownership. Under US copyright law, the author of a work owns it at first (17 U.S.C. § 201(a)). A freelancer who writes your code is its author. The "work made for hire" rule, which gives ownership to the person who paid, only covers employees and a short list of commissioned works such as translations, compilations and contributions to a collective work, and only with a signed written agreement (17 U.S.C. § 101). Software is not on that list. So without the right clause, your company may be paying for code it does not own.
The parties: get the names right
The agreement should be between your LLC and the contractor, not between you personally and the contractor. Use the company's exact legal name, including "LLC", as it appears on the formation filing. Our guide to reading your Certificate of Formation shows where to find it. For the contractor, use their full legal name, or their company's legal name if they invoice through a business, plus a postal address and an email for notices.
The key clauses in plain English
1. Scope of work
Say what the contractor will deliver, by when, and how you will accept it. Be concrete: "build and deploy the token vesting contract to the agreed network, with tests and documentation", not "blockchain development". For longer relationships, put each project in a short statement of work under one main agreement. Include what happens when the scope changes: a written change, agreed by both sides, with any new price.
2. Payment terms and currency
Cover the amount, the basis (fixed fee, milestone or hourly rate), how invoices are sent and how many days you have to pay. Name the currency. If you price in US dollars but pay in another currency, say which exchange rate applies and on what date. Say who pays bank or transfer fees, so nobody is surprised by a short payment. See also invoicing from a US LLC.
3. Paying in stablecoins
Many crypto teams pay contractors in stablecoins such as USDC. That works, but the contract needs more detail than a bank payment. Circle describes USDC as a dollar-backed stablecoin that runs on multiple blockchains, and some networks also carry bridged versions that Circle does not issue. So spell out:
- The token: the exact stablecoin, and ideally its token contract address on that network.
- The network: for example Base, Ethereum or Solana. A transfer sent on the wrong network can be hard or impossible to recover.
- The wallet: the contractor's receiving address, confirmed in writing, and a rule that any change must be confirmed the same way. This protects you against someone impersonating the contractor.
- Network fees: who pays them.
- Proof of payment: the transaction hash counts as the record that you paid, and the contractor confirms receipt.
Pay from a company wallet, not your personal one. See setting up a multisig treasury for your US LLC and accepting stablecoin payments. How stablecoin payments are treated for tax is a separate question; talk to a qualified tax professional.
4. IP assignment to the LLC
This is the clause founders most often get wrong. The contract should say that the contractor assigns to the LLC all rights in the work they create under the agreement. Present-tense wording such as "hereby assigns" is common, because it moves rights as soon as the work exists rather than promising to move them later. A transfer of copyright needs a written document signed by the owner of the rights (17 U.S.C. § 204(a)), and the signed agreement can be that document.
Good IP clauses also cover:
- Pre-existing material: tools or code the contractor already owned. They keep it, and the LLC gets a licence to use it as part of the deliverables.
- Open-source code: the contractor tells you which open-source components they used and under which licences.
- Further help: the contractor agrees to sign any extra papers needed to record or confirm the transfer later.
- Moral rights: some countries give authors personal rights that cannot be fully signed away. Ask for a waiver or consent to the extent local law allows.
If you built things yourself before the company existed, assign those too. Our guide to assigning intellectual property to your US LLC walks through it.
5. Confidentiality
Define what is confidential, such as code, product plans, user data and financials, list the usual exceptions like public information, and say the duty survives the end of the agreement. For dev work, add the practical part: credentials, API keys and private keys stay confidential, are never copied to personal devices without need, and are returned or deleted when the work ends.
6. Termination
Say how either side can end the agreement: with a notice period for convenience, and straight away for a serious breach. The LLC then pays for accepted work up to the end date. The contractor hands over code, files, designs and access, and removes themselves from repositories, servers and multisig roles. Name the clauses that survive, usually IP, confidentiality, payment of amounts owed, and disputes.
7. Governing law and disputes
Pick one law to govern the contract and one way to settle disputes. Many US LLCs choose the law of the state where the company was formed, because it matches the rest of their company paperwork. For disputes, decide between courts in a named place or arbitration under named rules. Arbitration is popular for cross-border contracts because awards can be enforced in the 172 countries that are parties to the New York Convention, subject to each country's declarations. Some local rules in the contractor's country may still apply whatever you choose, so get local advice for large or long-term work.
8. The relationship clause
State that the contractor is independent, uses their own tools and schedule, and cannot sign contracts or make promises for the LLC. Writing this down does not by itself decide how the relationship is treated by any government. Tax treatment is a separate question; talk to a qualified tax professional.
Signing as the LLC, not personally
How you sign matters as much as what the contract says. Sign on behalf of the company with a signature block like this:
Acme Labs LLC
By: ________________
Name: Jane Founder
Title: Managing Member
This shows you are acting for the LLC, so the obligation stays with the company. Sign in your own name alone and you invite the argument that you promised personally. Our guide to signing contracts on behalf of your US LLC covers titles, authority and co-founder sign-off. It also ties in with keeping your LLC's liability protection.
E-signatures are normal for this. Under the US E-SIGN Act, a contract in interstate or foreign commerce may not be denied legal effect solely because an electronic signature was used (15 U.S.C. § 7001). If you are unsure how your contractor's country treats e-signatures for this kind of contract, check locally.
A simple workflow
- Keep one standard contractor agreement for the company, reviewed once by a lawyer.
- For each person, fill in the parties, the statement of work and the payment details.
- Sign through an e-signature tool, as the LLC, before day one.
- Store the signed copy, statements of work, invoices and transaction hashes with your company records.
An AI assistant can help you draft a first version or check that no clause is missing, but read every line and make sure it reflects the deal you actually agreed.
How OtoCo fits
OtoCo forms Delaware and Wyoming LLCs online for founders anywhere in the world, as Instant Series LLCs from $99/year or Standalone LLCs from $299/year on public pricing. The dashboard keeps your company documents in one place, so your exact legal name and signed records are always to hand, with AI assistance for routine company operations. That is software and admin support, not legal advice.
FAQ
Can I use a template contractor agreement?
Yes, as a starting point. Check that it names your LLC as the client, includes a real IP assignment rather than only a work-made-for-hire line, and covers your payment method.
Should I sign in my own name?
No. Sign as the LLC, with the company name above your signature and your title below it.
Can I pay contractors in USDC?
Yes, if both sides agree in writing. Name the token, the network, the wallet address and who pays network fees, and pay from a company wallet.
Is "work made for hire" wording enough?
Usually not for software from a contractor, because software is not one of the commissioned categories in 17 U.S.C. § 101. Include a written assignment to the LLC as well.
What about tax and worker status?
Tax treatment is a separate question; talk to a qualified tax professional.
Bottom line
A good contractor agreement is short, clear and signed before work starts. Name the LLC correctly, define the work, spell out payment down to the token and network, assign the IP to the company, protect what is private, plan the exit, choose the law and forum, and sign as the company. Form or manage your US LLC at otoco.io.
