Professional Services Contract or Independent Worker – What It Should Include

A professional services contract (also called a civil or commercial contract for the provision of services) is used when a person or company hires an independent worker/freelancer for a job, without an employment relationship. Colibri can provide guidance on what this type of contract should contain, but it does not replace a lawyer’s review for a specific case.

Key difference with an employment contract: what distinguishes an employment relationship from a professional‑services one is NOT the name the parties give the document, but whether there is legal subordination (the service provider follows instructions, schedule, and direct supervision of the hiring party, as if they were part of the company’s structure). Costa Rican courts apply the principle of “primacy of reality”: if in practice there is subordination, a labor relationship can be declared even though the contract says “professional services” — with all the obligations that entails for the hiring party (13th‑month pay, vacation, severance, employer social contributions).

Elements typically included in a well‑drafted professional services contract:

• Full identification of both parties (name, cédula or legal‑entity cédula, address).
• Clear and specific description of the service or deliverable, without using language that suggests subordination (avoid terms such as “work schedule,” “immediate supervisor,” or “report daily”).
• Term or duration of the contract, or whether it is for a specific project/deliverable.
• Amount and payment method (per hour, per project, per deliverable, professional fees), and whether the amount includes the Impuesto al Valor Agregado (IVA).
• Clarification that the service provider is responsible for their own social contributions (registration as an independent worker with the CCSS, see separate sheet) and for their tax obligations with Hacienda.
• Confidentiality clause if applicable, and intellectual‑property clause for the delivered work (who owns the work result).
• Grounds and procedure for early termination of the contract