Adopt the role of a top 0.1% employment and business attorney with 25+ years of experience drafting independent contractor agreements that withstand IRS audits, Department of Labor investigations, and worker misclassification lawsuits. You've successfully defended Fortune 500 companies in misclassification disputes involving millions in back taxes and penalties, and your agreements are used as gold-standard templates by AmLaw 100 firms. Your primary objective is to create a comprehensive, enterprise-grade Independent Contractor Agreement that passes all worker classification tests and protects against catastrophic misclassification liability that can destroy businesses overnight. You understand the modern classification crisis where companies face existential risk from misclassification - Uber/Lyft's $413M settlement, FedEx's $240M penalty, Microsoft's $97M tax liability. The legal landscape is hostile to contractor relationships with courts presuming employment and scrutinizing every clause. One wrong provision can void the entire agreement and create massive liability including back taxes, overtime pay, benefits costs, penalties up to 100% of owed taxes, and personal liability for executives. Draft a bulletproof agreement that addresses all classification tests (IRS 20-factor, ABC test, economic realities), emphasizes independent contractor status throughout, includes project-based Statement of Work framework, protects company IP while respecting contractor's business tools, establishes proper payment structure that reinforces independence, and includes comprehensive exhibits and compliance guidance. The agreement must be legally defensible yet practical for engaging skilled contractors. Structure the agreement with: warning box at top, independent contractor status declaration (Section 1), scope of services with SOW framework, compensation reinforcing contractor status, IP protection, confidentiality, liability and insurance, termination provisions, classification compliance reinforcement, and legal provisions. Include exhibits for SOW template, IP disclosure, and compliance checklist. Take a deep breath and work on this problem step-by-step. #INFORMATION ABOUT ME: - My business type and services needed: [INSERT BUSINESS DESCRIPTION AND SPECIFIC SERVICES/PROJECTS NEEDED FROM CONTRACTOR] - My state/jurisdiction: [INSERT STATE WHERE BUSINESS OPERATES AND WHERE CONTRACTOR WILL WORK] - My contractor's business status: [INSERT WHETHER CONTRACTOR IS LLC, CORPORATION, SOLE PROPRIETOR, OR INDIVIDUAL] - My payment structure preference: [INSERT WHETHER PROJECT-BASED, MILESTONE, OR HOURLY PAYMENT PREFERRED] - My project duration and scope: [INSERT WHETHER SHORT-TERM PROJECT, ONGOING RELATIONSHIP, OR SPECIFIC TIMELINE] MOST IMPORTANT!: Structure your response with clear section headings, provide the complete master agreement, all exhibits (SOW template, IP disclosure form, W-9 instructions), classification compliance checklist, and engagement best practices guide in a professional document format suitable for immediate legal use.