Case study, how we found 5 critical risks in an IT company's B2B contract

Case study, how we found 5 critical risks in an IT company’s B2B contract

• Who the client was, and why timing mattered
• What we actually checked, a clause-by-clause review
• The five critical risks we found
• What else the review found, contradictions and missing clauses
• The changes we proposed
• What the outcome was
• What this case teaches other contractors and companies
• Frequently asked questions
• What to do with this case
• Sources

Who the client was, and why timing mattered

The client was a US IT company that had hired a developer in Poland under a B2B contract based on a JDG. The company approached MojaFirma in June 2026, a few weeks before the PIP 2026 act (Dz.U. 2026 poz. 473) took effect on 8 July 2026⁵. The task was specific: check whether the existing contract template would withstand a PIP inspection, and what to fix if not.

We don’t publish the company’s name or any details that could identify it, and doing so doesn’t change the legal substance of the findings. The contract we reviewed is a typical example of what a US company’s B2B contract looks like when drafted by lawyers who don’t specialize in Polish labor law: technically sound in structure, but written on a template built for a jurisdiction with no concept equivalent to Article 22 § 1 of the Labor Code.

A contract drafted by a good lawyer in a different jurisdiction can look professional and still contain five grounds for reclassification at the same time, because the problem isn’t the quality of the text, it’s that the text answers different questions than the ones Polish Labor Code asks.

What we actually checked, a clause-by-clause review

The client gave us the text of the contract itself. For this specific engagement we didn’t run a full operating-model audit covering invoices, correspondence, and ZUS (Zakład Ubezpieczeń Społecznych, the Polish social insurance institution) data, that format is covered in the series article “B2B contract audits before PIP: what lawyers check and what it costs”. Here the task was narrower and more specific: break down every clause of the contract and score it against the four criteria of an employment relationship from Article 22 § 1 of the Labor Code: the type of work, subordination to management, the place and time set by the client, and pay for the mere fact of working¹.

In practice this looked as follows. We assigned each clause a risk category: critical, if the clause alone is a direct basis for an inspector’s decision; high, if the clause materially strengthens the picture of employment in combination with others; moderate, if the clause reinforces the overall impression but isn’t evidence on its own; OK, if the clause is correct or neutral. We compiled the results into a table with over twenty items, including clauses that were entirely absent from the contract but should have been there.

Example of the method. The contract included a clause: “The contractor is not subordinate to the Company’s management.” That clause on its own is fine. But the same contract, three clauses later, required a minimum of 40 hours per week, work at a location set by the company, and reporting on the company’s every request. Does a declaration of independence protect against reclassification if the rest of the contract contradicts it? No. A PIP inspector assesses the actual state of affairs, not the text of a declaration⁶: an internal contradiction between the declared independence and the real working conditions doesn’t neutralize the risk, it amplifies it, because it looks like an attempt to mask real conditions with a formal disclaimer.

The five critical risks we found

Here are the five clauses, each of which on its own gives an inspector grounds to decide an employment relationship exists.

The first three items directly correspond to the four criteria from Article 22 § 1 of the Labor Code¹, and that’s exactly why they’re the heaviest: an inspector doesn’t need to build the overall picture, each one alone already provides grounds for a decision. The last two reinforce that picture enough that, combined with the first three, they add up, in our assessment, to a complete and textbook example of employment disguised as B2B.

Example 1. Imagine the company’s lawyer simply deletes the words “minimum 40 hours per week” from the contract, while leaving the developer’s actual working schedule unchanged: the same online presence from 9:00 to 17:00, the same daily standup, the same requirement to be available throughout the working day. Does that remove the reclassification risk? No. An inspector doesn’t compare the contract’s wording to a previous version, they compare actual practice against the four Article 22 § 1 criteria: if the actual schedule stayed fixed, removing the words “40 hours” from the paper changes nothing in substance⁶.

Example 2. Now imagine the company and the developer agree to pay for completed project milestones instead of a fixed amount, the developer decides for themselves when and where to work as long as they meet milestone deadlines, and the company restores their right to use their own laptop. Does that lower the reclassification risk? Yes, substantially. Three of the five heaviest markers disappear at once: pay for a result instead of for the fact of working, independent choice of time and place, and their own equipment instead of one supplied by the client. This isn’t a guarantee of zero risk (the single-client question and personal performance without a substitution right remain), but it’s a fundamental change to the contract’s structure, not a cosmetic edit to its wording.

What else the review found, contradictions and missing clauses

Beyond the five critical clauses, the review uncovered two additional categories of problems that don’t make the top 5 on their own, but noticeably strengthen the overall risk.

Internal contradictions. The contract declared the contractor’s independence in one clause and immediately contradicted it in others: a mandatory schedule, a workplace set by the client, reporting on the company’s every request. To a PIP inspector such a contradiction isn’t neutral: it reads as an attempt at paper-only protection that doesn’t match actual practice⁶.

Five missing markers of business independence. The contract lacked a single clause confirming that the contractor runs a genuine business rather than disguised employment:

• the right to work for other clients (without it, a fixed 40 hours per week de facto rules out any other clients);
• the right to delegate part of the work to a subcontractor (personal performance without a substitution right is one of the criteria of employment under Article 22 § 1¹);
• an obligation for the contractor to cover their own business costs (contributions, equipment, office);
• liability insurance for the entrepreneur, which in practice proves that the contractor bears their own business risk rather than receiving a guaranteed income like an employee.

None of these four items requires complex legal drafting. Together they form what we call, in other series articles, a “file of independence evidence”; more on the full list of actions that build that file in the series article “How to fix a B2B contract under PIP 2026: a 12-point checklist”.

One finding outside the PIP topic that was still worth fixing. The contract included a clause under which the contractor “waives” their moral copyright to the works they create, including the right of attribution. Under Polish law (Article 16 of the Act on Copyright and Related Rights), moral copyright cannot be waived or transferred under any circumstances⁹. This clause is void regardless of PIP 2026, and needs a separate fix: instead of a “waiver,” a license granting the company the right to exercise these rights on the contractor’s behalf within the scope of their cooperation.

The most expensive risk in a contract isn’t always the one the client asks about when requesting an audit. In this case the client asked about PIP 2026 specifically, and the void copyright clause turned out to be a side finding of the review, one that cost a single paragraph to fix.

The changes we proposed

For each of the five critical clauses, we prepared a specific redraft rather than a general recommendation to “rewrite the contract.” The logic of the fixes is the same across all five cases: replace a tie to time and presence with a tie to results and deadlines.

Work schedule. Instead of a fixed minimum number of hours, wording under which the contractor independently decides how much time is needed to deliver agreed results by set deadlines, without an obligation to maintain a stable weekly minimum.

Place of work. Instead of the company’s right to set the location of the services, wording under which the contractor chooses their own place of work, and presence at a specific location is possible only by the contractor’s own decision for a particular meeting or milestone, never as a standing requirement from the company.

Payment. Instead of a fixed monthly amount, a choice between an hourly rate with an attached timesheet, or payment for completed and accepted milestones, with no right to payment for periods when services weren’t actually provided.

Equipment. Instead of the company providing a laptop “as a standard security measure,” using the contractor’s own equipment by default, with a separate lease or usage agreement for the exceptional cases where the company’s equipment is genuinely required for technical reasons.

Bonus. Instead of the company unilaterally setting bonus terms, agreeing on additional pay for results through a separate written document requiring both parties’ consent rather than one side’s decision.

Alongside the five fixes, we proposed adding a new section to the contract on the contractor’s business independence: the right to other clients, the right to subcontract, an obligation to cover their own business costs, and a requirement to carry liability insurance. This is exactly the section missing from the original contract, and without it the other fixes look isolated rather than part of a coherent cooperation model.

Separately, we recommended the client review its internal confidentiality, IP, and non-compete policy, which, under the wording of the B2B contract itself, took precedence over it. The content of that document wasn’t within scope of our review, and that’s a risk in itself: if it contains stricter provisions than the fixed B2B contract (for example, daily presence reports, or a broader personal-performance obligation than the contract’s wording), it can restore part of the eliminated risk for as long as it goes unreviewed.

What the outcome was

The client received a structured report with a risk category for every contract clause, specific redraft options for the five critical items, and a prioritized action order ahead of the 8 July 2026 deadline when the PIP act took effect: first, changes to the pay and schedule structure, then the rest. The report served as the basis for the company’s negotiations with the developer over a new contract amendment, and that’s exactly why we prepare our reports as negotiation material rather than a one-sided instruction: none of the five fixes takes effect unless the other party to the contract signs it.

We’re honest that we can’t confirm how fully the client implemented each of the five fixes after receiving the report: that depended on the negotiation with the developer, not just the text of the recommendations. What we can confirm is that the client received a concrete, prioritized action plan ahead of the 8 July 2026 deadline, rather than a generic warning to “check your contracts,” which by itself changes nothing in practice.

A telling detail of this case: none of the five clauses in the contract had been drafted or signed with an explanation of “so it looks like an employment contract”; on the contrary, each had a business justification: a fixed schedule for resource planning, a standard laptop for data-security reasons, a fixed amount for budget predictability. That’s exactly the point of the PIP 2026 act: an inspector’s decision rests on the objective markers of actual cooperation set out in Article 22 § 1 of the Labor Code, not on whether the parties intended to circumvent the law¹. Typical, seemingly neutral business decisions can therefore add up to a picture of employment regardless of what was intended when they were made.

What this case teaches other contractors and companies

This case isn’t unique to one US company. The five clauses we found are a typical set of wording that ends up in B2B contracts when they’re drafted by a lawyer oriented toward a different jurisdiction, or toward a generic civil-law template, rather than the specific four criteria of Article 22 § 1 of the Polish Labor Code. Companies from the US, the UK, or other countries with no direct equivalent to this rule face systemic risk if they copy their standard contractor template onto the Polish market without adapting it.

If you recognized your own situation in one or more of the five clauses, especially a fixed schedule and pay for the fact of working rather than a result, we cover in detail who ends up in the highest-risk zone in the series article “Who risks losing B2B status after the PIP 2026 reform”. If you need a full list of criteria you can check yourself before contacting a lawyer, use the checklist in the series article “7 signs your B2B contract is disguised employment”.

Even if you didn’t manage to review and fix a contract before 8 July 2026, the window to voluntarily switch to an employment contract penalty-free for past violations runs until 8 July 2027¹⁰: a risk found earlier is always cheaper than the same risk found by an inspector after that date.

Frequently asked questions

Can a risky contract be fixed just by rewriting its wording, without changing actual working practice? No. After 8 July 2026, a PIP inspector assesses what the real working day looks like, not the contract’s text⁶. Wording about schedule independence that contradicts a daily online presence from 9:00 to 17:00 at an agreed time protects no one, and the very contradiction between the text and practice strengthens the risk.

Is it enough to change just one of the five critical clauses, for example only the work schedule? Changing one marker lowers the risk but doesn’t eliminate it if the other four criteria of Article 22 § 1 of the Labor Code remain present¹. An inspector and a court always assess the combined weight of the criteria, not any single one taken in isolation.

Is it typical for a contract to contain internal contradictions like in this case? Yes, and it’s one of the most common findings when reviewing contracts drafted on a foreign template without adaptation to Polish labor law. A declaration of independence sitting next to a fixed schedule and a client-set workplace shows up in the vast majority of the templates we’ve reviewed.

Is this risk specific to US companies, or does it apply equally to other countries? The risk applies to any company that signs a B2B contract with a contractor in Poland using a template built for a different jurisdiction. We used the example of a US company because that’s the case behind this article, but the same five types of clauses show up just as often in templates from other countries.

Can I check my own contract myself, using the same method, without a lawyer? Partly. You can check the four criteria from Article 22 § 1 of the Labor Code yourself using the checklist in the series article “7 signs your B2B contract is disguised employment”. But detecting hidden contradictions between clauses, and whether a clause is legally void (like the copyright example in this case), requires a legal review of the whole contract text.

Does the review only apply to contracts signed after 8 July 2026? No. The new act also applies to contracts that were already in force when it took effect, including ones signed years earlier⁸. That’s exactly why, in this case, the client was reviewing an existing, already-signed contract rather than preparing a template for future hires.

What happens if the company ignores the audit report and leaves the contract unchanged? The reclassification risk stays fully in place: after 8 July 2026, a PIP inspector can issue an administrative decision establishing an employment relationship without going to court⁵, and the company, not the contractor, is primarily on the hook for ZUS contribution arrears going back up to 5 years⁴, plus a fine of 2000-60,000 zł, or up to 90,000 zł in the narrow case where the affected worker is registered as a maintenance debtor in the National Debtors Register³.

What to do with this case

Reviewing a single contract gives an accurate picture of risk for one specific working relationship. If your company has several B2B contractors on similar templates, checking one contract in isolation won’t show whether the entire cooperation model is a systemic risk: the expanded Article 13 of the PIP Act allows an inspector to check all of a company’s contractors from the year before the inspection, not just one⁷.

If you work through your own JDG. Order the online B2B audit: fill out a questionnaire about your situation, and within 48 hours receive a report with a risk category and three priority recommendations for your contract.

If you own or run HR at a company with several B2B contractors. Order the B2B operating model audit, which reviews contracts, invoices, internal correspondence, and HR processes all at once, using the same method that uncovered this case, rather than a single contract in isolation.

See also: 7 signs your B2B contract is disguised employment, PIP 2026 in Poland: the complete guide for B2B contractors, The “two companies” model, why it does not protect you from PIP.

Sources

1. Kodeks pracy (Polish Labor Code), Art. 22 § 1
2. Kodeks pracy, Art. 129 § 1 (working time standard: 8 hours per day and 40 hours per week)
3. Act of 11 March 2026 amending the Act on the National Labour Inspectorate and certain other acts, Journal of Laws 2026 item 473, Art. 3 (amendment of Art. 281 § 1 and § 2 of the Labor Code, fines of 2000-60,000 zł and 3000-90,000 zł)
4. Act of 13 October 1998 on the social insurance system, Journal of Laws 2026 item 199, Art. 24 sec. 4 (limitation period for contribution claims, 5 years)
5. Journal of Laws 2026 item 473, Art. 1 (new power for a PIP inspector to issue an administrative decision on the existence of an employment relationship)
6. Kodeks pracy, Art. 22 § 1 (assessment of the overall actual practice rather than the wording of a declaration, per established Supreme Court case law)
7. Journal of Laws 2026 item 473, Art. 1 (expanded Art. 13 of the PIP Act)
8. Journal of Laws 2026 item 473, Art. 14 (transitional provision, applies to contracts in force on the effective date)
9. Act of 4 February 1994 on Copyright and Related Rights, Art. 16 (moral copyright is non-transferable and cannot be waived)
10. Journal of Laws 2026 item 473, Art. 16 (voluntary adjustment period until 8 July 2027)

Legal status as of: August 28, 2026.

This article is not legal advice. The case is described in anonymized form: the company’s name, industry details, and any data that could identify the client or a specific individual have been removed or generalized, while the legal substance of the findings remains unchanged. Every situation is individual and depends on the specific contract and circumstances. Author: Valerii Kushnirskyi, in-house legal practitioner at MojaFirma.