My client wants me to sign an IC agreement after I have already invoiced them and have been paid. Do I need to sign this?
You mean a W-9, not a 1099. Everybody paid $600 or more gets a 1099 after they send in the W-9.They should have given you the IC agreement before you started, or before you got paid (in which case they owe you the money anyway, but at least they would have a say). Better yet, you should have your own IC agreement to give to clients who don't have their own. The sources in decreasing cost are: (1) have your own lawyer, customize it for you; (2) join a professional association, special interest group, or at least a meetup • they will have some form development agreements; and (3) google is your friend, there are lots of sample agreements on the web. Also, if you do the work through eLance, Fiverr, etc., I think most of them have a default standard agreement that gives the client the rights they typically need. They cover issues specific to contractors, like whether you can include your work on your portfolio.In my practice I have a post facto rights assignment agreement to sign if the whole project gets finished, delivered, approved, and paid for. That's actually easier than dealing with everything beforehand, but it assumes that the project was completed to everybody's satisfaction and paid for, which is huge if. So I don't recommend it, but we use it in cases like yours. The assignment says you give them the rights to everything you delivered: a complete assignment to the extent it was custom or incorporated stuff they own; a license if it's public stuff or part of your toolkit; and no promise if it incorporates third party material with permission • for example, if you included a Corbis Image you can't promise them any more than the license you go from Corbis. But it doesn't have all the stuff that makes an IC agreement so long, provisions about specifications, delivery, change orders, payment terms, rejection rights • so it's only a page or two.On the one hand I think it's only common courtesy and decent business practice to give a client a full rights assignment. If they were too naive or green to know they needed one, or if you were dealing with a poor corporate drone who just wasn't thinking straight, you should have known and told them instead of pulling a gotcha on them. Your refusal will make their life slightly miserable, which is terrible customer service. If they're a startup seeking funding, their investors are going to ask them if everybody who contributed anything to their code, design, etc., signed an agreement. The very fact that you didn't means they have to tell their lawyer, their lawyer has to include it as an exception to the representations and warranties they make in connection with the investment, and they're going to pay their lawyer $500 or more every time they have to deal with the fact that you didn't sign the contract. Your refusal will not really help you but it will cause them pain.On the other hand I would be very careful about signing any old IC contract a client throws at you. They often contain nasty little easter eggs like non-competition clauses, rights assignments that would suggest that anything you include in your delivery or even used to complete the project (even libraries, clip art, a new version of Photoshop or Django you bought to complete the project) gets assigned to them, you promise you own it. Or if they ever get sued you have to pay for their lawyers, and indemnify them against third party claims: if McDonald's sues them for a billion dollars because what you designed is false advertising for your client's hamburgers, they can continue using it and collect the billion dollar damages from you (as if you had it). It's a bit of a conundrum, they don't want to have to hire a lawyer right now, nor do you, to just give them a signature that lets them check off the box.