Introduction

Independent Contractors can be individuals or companies hired to execute specific deliverables or provide a set number of hours of work in a specific area. Contractors are not employees, and they will be responsible for setting their own work hours and submitting invoices for payment upon completion of work (See Get an invoice paid). NumFOCUS will issue a 1099 tax form at the end of each year for tax reporting purposes (See How do I get my tax forms).

 

In most cases, project work is suitable for independent contractors; however, there may be times when it is necessary to hire someone as an employee instead. NumFOCUS staff will assist you in determining the appropriate classification.

 

Anyone doing work on behalf of a project must have a signed contract with NumFOCUS. This typically includes grant deliverables, Small Development Grants (SDGs), Google Summer of Code (GSoC), consulting, and other types of work. Even Principal Investigators (PIs) working on grants will need a contractor agreement.

 

An independent contractor agreement is required for all contractors who will be billing more than $600 cumulatively in a single year. The process for completing a contract usually takes 1-3 weeks, depending on request volume, responsiveness, and the availability of our Executive Director to sign the contract.

 

NumFOCUS requires that all contracts be reviewed and acknowledged by a Project PI who has financial responsibility for the project. This protects project financial expenditures and ensures that Project PIs are aware of the work and activities happening on the Project. Small Development Grant projects also require the review and acknowledgment of a Project PI, even if that PI is not the project lead.

 

Instructions

Independent Contractors

1. Requesting an Agreement:
   • If you are the contractor, you can request an agreement by filling out the Contract Request Form.
   • If someone else will be performing the work, send them the request form and ensure they list you as the PI.

 

Required Information:

 

Request Date	Auto-filled. The date the form was filled out.
Contractor/Subcontractor Legal Name	This can be an individual or a company’s name. It should be your official government document name, the same name used on tax and banking documents. Do not use aliases or nicknames.
Contact Email Address	The email address we will use to send the contract for review and signature.
Full Address, including Country	Your permanent address used in tax and banking documents. Please include your country name.
Contract Type	Please choose ICA.
Project	Please make one choice. Choose the open-source fiscally sponsored project or affiliated project. This does not mean the language you are writing code in. If you do not know the project name, please contact the person hiring you and inquire.
Project PI Contact	Please provide the name of the Project contact who hired you for this work. This person will be responsible for reviewing the contract and financially signing off on the work. If the name provided does not match a PI name we have on file for that Project, we will contact the Project to determine how to proceed.   If this is an SDG and you are working independently of the PIs under the name of a Project, you still must provide the name of a Project PI who is financially responsible for the project.   If you are a PI, you cannot acknowledge your own contract because it is a financial conflict of interest. You must provide the name of a co-PI who can acknowledge your contract and approve your invoices.
Project PI Email	The email address we will use to send the contract for review and signature.
Grant Type	If applicable, please type in the name of the grant that is funding your work. Some examples are the Chan Zuckerberg Initiative (CZI), Sloan Foundation, Moore Foundation, Small Development Grant, etc.   If you do not know the grantor’s name or the grant name, please contact the person hiring you and inquire.
Hourly Rate and Contract Value	Please add the US dollar amount you will be paid on an hourly basis and the total amount you are to be paid. If you have not discussed these details already with your PI or do not know, please put 0 in both, and we will ask the PI to determine this amount.   If this is a milestone-based contract, please add those details in the Description of Work section.
Contract Start Date Contract End Date	When do you expect work on this contract to begin and end? These dates may coincide with grant dates, if you know them.
Budget Category	Please choose the option that best describes the work you will do under this contract.   If you are teaching a class, developing instructional materials, conducting a webinar, or similar educational work, please choose “community management”.
Description of Work	This is a brief description of the work that you will be doing, less than 50 words in length. It should encapsulate the work described in the Statement of Work.   Example: “Contractor will further develop the Julia language websites (julia.org and the various subdomains) for enhanced learning and  community engagement.”
W-9 and W-8	Please upload your Form W-9 (US taxpayers) or W-8 (non-US taxpayers). IRS.gov provides instructions and forms for you to use for this purpose, which are linked in our Contractor FAQs. NumFOCUS does not have the legal authority to advise contractors about how to fill out these forms or which form is appropriate.   Submissions without this form will be canceled and will need to be re-requested.

 

 

 

2. Drafting the Agreement:
   • Once the request is received, both the contractor and the project PI will receive an automated email from Monday confirming that we have received your request. The finance team will work with both of you to draft the agreement. They will keep you updated throughout the process and may require your input on specific contract details.
   • Agreements are processed through our contract management system, Outlaw. The finance team will grant you and any other relevant parties access to Outlaw to complete the contract process.
3. Working with Outlaw:
   • Accessing Contracts
     1. We will send both the contractor and Project PI a notification email from Outlaw asking to review the contract.
     2. You can view the contract as a Guest or you can create an account. Guests can view and sign, but they cannot edit or comment. Guests also cannot see the status of the contract.
     3.  Instructions for creating a User Account. You can also sign in with Google or Microsoft.
     4. Do you need an account?  No. However, you won’t be able to see the status of contracts sent to you without an account. 
   • Reviewing and Negotiating A Contract
     1. Once you’re in the system you will see the Overview. Click on Contract to view the contract.
     2. If we need more information, it will be in the form of a Comment Please respond via Comment or redline the document with your changes. If we don’t need information, you won’t see any comments. Please use the Notify checkbox at the bottom of the section if you make changes.
     3. To add a comment, hover the cursor (or tap on a phone) beside any contract section and click the dialogue bubble icon that appears. Leave your comment. Other users are notified when comments are made and resolved.
     4. To redline a document (suggest changes), click on a section and add or delete text as you would in any word processor. Please check the Notify button so others know you’ve proposed changes for review.
   • Signing a Contract
     1. Photo walk through of the signing process
     2. Before signing, you can preview your document as a PDF.
     3. When all comments and negotiation points have been resolved and the document’s information is fully complete and resolved, you can return to the signatory section and tap to sign.

4. Invoicing:
   • If an invoice is submitted before the contract is completed, the request will be rejected, and the invoice must be re-submitted after the contract is signed.

Renewals

Contracts are typically valid for up to one year and will need to be reviewed periodically. NumFOCUS will notify you when a contract is due for renewal. To renew, fill out the Contract Request Form and select "Renewal." Either you or the contractor can initiate this process.

FAQ

Q: I don’t have a contract, can I still get paid?
A: No, expenses submitted without a completed contract will be rejected. You will need to re-submit the expense after your contract is finalized.

 

Q: Where is my contract? What is the status of my contract?
A: Contracts take 1-3 weeks to fully execute, depending on the number of contracts in our queue, the responsiveness of the contractor and PI, and the availability of our Executive Director to review and sign. PIs can check the contract status via our contract processing software portal, Outlaw, and can also view the current backlog in our weekly Project Updates.

 

Q: What is Outlaw?
A: Outlaw is our contracts management software platform used for processing contracts, including updating terms, amendments, and collecting signatures. You can review contracts, negotiate terms, and sign the contract through Outlaw.

 

Q: What happens when my contract expires?
A: If your contract is expiring soon and your project wishes to renew it, please contact us before it expires to create an amendment. If the contract has already expired, we will need to create a new contract, and no payments will be made until a new contract is in place.

 

Q: Why do I need a contract?
A: Contracts are required for non-employee work, including development, maintenance, community management, consulting, technical writing, and other forms of contractor work paid by NumFOCUS. They protect both NumFOCUS and the contractor by clearly outlining the terms, conditions, and financial responsibilities of the work.

 

Q: Do I need a contract for a reimbursement?
A: No, reimbursements for travel, supplies, and similar expenses do not require a contract as they are not considered taxable income.

 

Q: Who will we be contracting with?
A: Contracts are established between the contractor and NumFOCUS, Inc., not directly with the open-source projects, as these projects are not legal entities.

 

Q: What is the contract threshold dollar amount?
A: A contract is required if you expect to receive more than $600 in cumulative taxable non-employee compensation in a single year. Below this threshold, a contract is not necessary.

 

Q: Am I an employee of NumFOCUS?
A: No, contractors and consultants are not employees and do not receive a W-2 form. Instead, they receive a 1099-NEC form annually in January for tax reporting purposes.

 

Q: What kind of tax document will I receive? Do I get a 1099? Do I get a W-2?
A: Contractors receive a 1099-NEC form. Employees receive a W-2 form. NumFOCUS provides 1099-NEC forms by January 31st for the prior year’s compensation (See How do I get my tax forms).

 

Q: Why do I need to provide a W-9 or W-8 form to you?
A: The U.S. government requires us to verify the tax details of all contractors through W-9 or W-8 forms. The W-9 is for U.S. taxpayers, while the W-8 is for non-U.S. taxpayers. We cannot legally advise you on which form to use; please consult the IRS instructions for W-9 and W-8.

 

Q: Can we propose different terms for our contract?
A: Yes, you can review your contract and propose alternate terms. However, NumFOCUS reserves the right to refuse to contract with individuals if mutual agreement on terms cannot be reached.

 

Q: Why does a PI have to acknowledge the contract?
A: PIs bear financial responsibility for their projects, including approving contract terms and payments. This ensures that project finances are managed responsibly and that the PI is aware of all activities and expenditures.

 

Q: What does the contract mean when it says NumFOCUS will not pay contractors if there isn’t sufficient project funding?
A: The contract specifies that NumFOCUS is not obligated to pay if the project does not have sufficient funds. However, NumFOCUS will not approve or sign a contract unless funding is fully guaranteed.

 

Q: What is the difference between a contract and a subcontract?
A: Contractors provide goods or services based on NumFOCUS's specifications and do not have programmatic control. Subrecipients (subcontractors) are involved in substantive programmatic work, exercise control over how the grant work is performed, and are responsible for significant portions of the project.

Additional Resources

• Information about IRS W8 and W9 forms
• Information about independent contractors and employees
• Form W-9 and Instructions
• Form W-8 and instructions
• Outlaw Contract Recipient Quick Guide

 

For further assistance or to request a contractor agreement, please submit a ticket or email [email protected].