Place: __________
FREELANCE CONTRACT
This freelance contract (this "Agreement") is made as of __________ between __________, located at __________ ("Client"), and __________, located at __________ ("Contractor"). Each may be called a "Party" and together they are the "Parties."
1. Services
The Contractor will provide these services to the Client (the "Services"): __________. Any other task, or any change to the Services, applies only when both Parties agree in writing.
2. Compensation
In return for the Services, the Client will pay the Contractor __________, when the Services are completed. That amount covers the Services described above. A different amount applies only when both Parties agree in writing.
3. Expenses
The Contractor pays the costs of performing the Services. The Client reimburses a cost only when both Parties have agreed to that reimbursement in writing before the cost is incurred.
4. Term and return of property
The engagement starts on __________ and ends on __________. When it ends, the Contractor returns Client property used for the Services, including equipment, keys, files and documents. If Client property is lost or damaged, the Contractor pays the ordinary market price of that property.
5. Independent contractor
The Contractor is an independent contractor and is not an employee of the Client. The Contractor has no authority to sign contracts for the Client and will not say that such authority exists. The Contractor is not entitled to the Client's employee benefits, including medical, retirement or similar plans. The Client will not withhold employment taxes or pay employment insurance for the Contractor because of this Agreement. This Agreement does not create a partnership, a joint venture or a fiduciary relationship.
6. Confidentiality
While performing the Services, the Contractor may learn information the Client treats as confidential, including plans, finances, software, customer or supplier lists, prices and methods that are not public. The Contractor will not use or disclose that information, during this Agreement or afterwards, except to perform the Services or with the Client's prior written consent. The information remains the Client's property. This Agreement does not transfer any right in it to the Contractor. Misuse can cause harm that money may not fully repair, so the Client may seek an order to stop the misuse, as well as damages and reasonable legal costs.
7. Ownership of work
Work, materials and intellectual-property rights that the Contractor creates in performing the Services (the "Work Product") are the Client's property. Where the law treats that work as work made for hire, the Client is the owner. Where it does not, the Contractor assigns to the Client the Contractor's rights in the Work Product, including the right to use, reproduce and adapt it in any medium now known or later developed.
8. Insurance
During this Agreement, the Contractor will keep insurance with limits suitable for the Services, covering bodily injury, property damage and other loss that may arise from a negligent act or omission of the Contractor, or of the Contractor's employees or agents, while performing the Services.
9. Non-compete
The Parties do not add a non-compete restriction in this Agreement.
10. Non-solicit
The Parties do not add a non-solicit restriction in this Agreement.
11. Authority
Each Party has the power to sign and perform this Agreement and has taken the action needed to authorise that signature. No other consent is required to enter into or perform this Agreement.
12. Licences and care
The Contractor has the licences, permits and registrations, if any are required, to perform the Services under the laws that apply, and will perform the Services according to the Client's written guidelines and with the care ordinarily used for this kind of work.
13. Indemnity
The Contractor will indemnify the Client against damages, claims, liabilities, losses and expenses, including reasonable legal fees, that arise from the Contractor's act or omission while performing the Services, or from the Contractor's breach of this Agreement.
14. Governing law
This Agreement and the Parties' rights under it are governed by the laws of __________, without the conflict-of-law rules that would apply another place's law.
15. Disputes
A dispute arising from this Agreement will first be submitted to mediation. If mediation does not resolve the dispute, it will be resolved by binding arbitration under rules the Parties agree in writing. If they do not agree, they will use the arbitration rules commonly applied at the governing place named above.
16. Binding effect
This Agreement binds the Parties and their permitted successors and assigns.
17. Assignment
The Contractor may not assign, transfer or sell the Contractor's interest in this Agreement without the Client's prior written consent.
18. Entire agreement
This Agreement is the entire agreement between the Parties about its subject and replaces earlier negotiations and agreements about that subject.
19. Amendments
A change to this Agreement is binding only when both Parties sign it in writing.
20. Notices
A notice under this Agreement must be in writing and delivered by hand, by overnight courier, or by certified or registered mail with a return receipt, to the address stated above or to another address a Party later designates in a notice. It is treated as given on the delivery date.
21. Waiver
A Party waives a provision or a right under this Agreement only by an express writing. Waiving one breach does not waive a later breach.
22. Further assurances
When one Party reasonably asks, the other Party will sign documents and take actions that are reasonably needed to carry out this Agreement.
23. Severability
If a provision of this Agreement is held invalid or unenforceable in whole or in part, the rest remains in effect.
The Parties sign this Agreement as of the date written at the top. The signature lines below are blank until each person signs a printed or handwritten copy.
PasteZap draft for review. Not legal advice. No electronic signature is applied.