Montana Freelance Contract Review
Montana gives freelancers two tools most states do not. Its restraint-of-trade statute, MCA 28-2-703, is written to protect "anyone" from contracts that stop them practicing a lawful trade, not only employees. And the Department of Labor and Industry issues an Independent Contractor Exemption Certificate, a state record that you run your own business. With no general sales tax either, a Montana freelance contract is mostly about scope, payment and restrictions.
Non-compete / non-solicit in Montana
Non-competes generally enforceable if reasonable
Non-competes and non-solicits for freelancers in Montana
Enforceable in narrow circumstances; statute disfavors restraints on trade, so courts scrutinize them closely. Section 28-2-724 bars post-employment practice restrictions for physicians, nurses, psychologists, counselors and several other health care providers.
Client contracts often include a non-solicitation clause, sometimes an overbroad one that tries to bar you from an entire industry. Whatever Montana allows, narrow it to the client's own staff and named customers, for a short period, before you sign.
Freelancer payment protection in Montana
Montana does not yet have a dedicated freelance payment-protection law (New York, Illinois and California have statewide laws), so your contract is your main protection against late or non-payment. Insist on a deposit, milestone payments tied to dates, and a kill fee if the client cancels.
Who owns your work
Under the federal Copyright Act, work is not automatically “work for hire” for an independent contractor, it takes a written assignment. Read whether the contract assigns only the final deliverables or reaches your concepts, drafts, and pre-existing tools, and add a carve-out for the reusable methods you bring to every project.
What is an ICEC, and why do Montana clients ask for one?
The Independent Contractor Exemption Certificate comes from Montana's workers' compensation law (MCA 39-71-417). As of 2026 the application fee is $125 and the certificate lasts two years. You prove an established business through a points system, needing 15 points of documentation such as business registration, a separate business address, advertising or other clients.
Montana defines an independent contractor in MCA 39-71-120 as someone free from control both under the contract and in fact, who is also engaged in an independently established trade or business. Clients like the certificate because it supports that status on paper. If a contract requires you to hold one, check that the deadline and any cost-sharing are spelled out.
How far does MCA 28-2-703 reach into a client contract?
The statute makes a contract void "to that extent" if it restrains anyone from exercising a lawful profession, trade or business, apart from the exceptions in MCA 28-2-704 and 28-2-705. Montana courts have still enforced some narrow, reasonable covenants, so a restriction is not automatically dead. But a clause that keeps a freelance designer, developer or consultant out of a whole market sits badly with the statute's wording.
Practical move: strike any non-compete and offer a short non-solicitation of the client's own named customers instead.
What should a Montana freelancer add to the payment clause?
Montana has no statute that sets deadlines for paying contractors, so the contract has to. Ask for a deposit before work starts, invoices due within a fixed number of days, and a right to pause work while an invoice is overdue. If the client wants your ICEC or proof of insurance before paying the first invoice, put that condition in writing so it cannot become a reason to delay.
Montana sources checked 2026-10-09: MCA 28-2-703, contracts in restraint of trade · Montana DLI, ICEC application checklist. Laws change; confirm the current rule before relying on it.
What ClauseAudit checks in a Montana freelance contract
- Non-compete / non-solicit enforceability under Montana law
- IP assignment and work-for-hire scope, with a pre-existing-tools carve-out
- Payment terms, deposit, milestones, and a kill fee
- Unlimited "reasonable" revisions with no cap
- Payment gated on subjective client approval
- Liability caps and indemnification
Montana freelance contract FAQ
Can a client make me sign a non-compete in Montana?
In Montana, a non-compete or non-solicit can be enforceable if it is reasonable in duration, geography, and scope. Enforceable in narrow circumstances; statute disfavors restraints on trade, so courts scrutinize them closely. Section 28-2-724 bars post-employment practice restrictions for physicians, nurses, psychologists, counselors and several other health care providers. For a freelancer whose business spans an industry, a broad restriction is worth narrowing before you sign.
Does Montana protect freelancers from late or non-payment?
As of October 2026, Montana does not have a dedicated "Freelance Isn't Free" style payment-protection law (New York, Illinois and California have statewide laws). So your contract's payment terms, milestones, deadlines, a kill fee, are your main protection. Make them specific.
Who owns the work I create for a Montana client?
Under US copyright law, work is not automatically "work for hire" for an independent contractor, it requires a written assignment. Read whether the contract assigns only the final deliverables or sweeps in your concepts and pre-existing tools, and add a carve-out for your reusable methods. This is federal law and applies in Montana.
Does a Montana non-compete apply to an independent contractor?
Montana is one of 34 jurisdictions where a non-compete is generally enforceable if reasonable in duration, geography and scope. Enforceable in narrow circumstances; statute disfavors restraints on trade, so courts scrutinize them closely. Section 28-2-724 bars post-employment practice restrictions for physicians, nurses, psychologists, counselors and several other health care providers. Contractor restraints are often argued differently from employee ones, since the bargain and the bargaining power differ, so how you are actually engaged matters as much as the label on the agreement.
If the restriction in my Montana agreement is too broad, what happens?
Courts may delete offending words, but will not rewrite the clause. That sits in between: wording that can be severed cleanly may survive, while a restriction written as one indivisible sentence may not. How the clause is punctuated and structured can decide the outcome.
Does it matter which state's law the agreement names?
It can, because Montana's neighbours do not all agree: North Dakota (void), Wyoming (limited). Which law applies turns on the governing-law and venue clauses and on where the work is actually done, so those two clauses are worth reading before signing a freelance contract.
Do I have to get an ICEC before freelancing in Montana?
Not every freelancer needs one. The certificate is part of Montana's workers' compensation system, and whether it matters depends on your trade and your clients. Many hiring businesses ask for it because it shows the state accepted that you run an independent business. Apply through the Department of Labor and Industry; the fee is $125 for two years as of 2026.
Should I add sales tax to my Montana freelance invoices?
Montana has no general sales tax, so freelance service fees billed to Montana clients usually carry no state sales tax line. That keeps invoicing simple, but it does not change your federal self-employment tax or Montana income tax duties. If you also sell to clients in other states, check their rules, since some tax digital or professional services.
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How neighbouring states treat restrictive covenants
Nationally: 4 jurisdictions treat employee non-competes as void, 13 allow them only in limited circumstances, 34 generally enforce them if reasonable.
Montana rules summarized as of October 2026; laws change and localities may add their own. This is automated educational information, not legal advice. ClauseAudit verifies current Montana law when you run your contract, and you should confirm anything critical with a qualified attorney.