Freelance Contract

Template

Prepared for:

[Client.FirstName] [Client.LastName]

[Client.Company]

Prepared by:

[Sender.FirstName] [Sender.LastName]

[Sender.Company]

This Freelance Contract (this “Contract” or this “Freelance

Contract”), is entered into and made effective as of [DATE] (the
“Effective Date”), by and between:

[CUSTOMER NAME], with an office located at [ADDRESS]

(“Customer”), and
 [FREELANCER NAME], with an office located at [ADDRESS]
(“Freelancer”).

WHEREAS:

1. Customer has a need for [DESCRIPTION OF FREELANCE

SERVICES]; and
2. Freelancer has an interest in performing such services for
Customer; and
3. The parties wish to set forth the terms and conditions upon
which such services will be provided to Customer;

NOW THEREFORE, in consideration of the foregoing, and the mutual

promises herein contained, the parties hereby agree as follows:

Description of the Services

Freelancer will [DESCRIBE]

Deliverable

PandaTip: Deliverables are the tangible things the freelancer is expected to deliver to the customer under the freelance
contract. They may include web design files, for example, or even reports.
 Project Schedule

PandaTip: In this section, provide the milestones and when they will be achieved. You may add customer actions to this
schedule. That way, if the customer doesn’t meet the obligation or deliver feedback on time, then the freelancer has
some recourse or leeway.

Pricing/Rates

Payment Terms/Schedule

PandaTip: By payment terms, we mean when payment is due after submission of an invoice. You may see this as Net 30
days following receipt of invoice, or “due immediately upon receipt”

Terms and Conditions

IN WITNESS WHEREOF, by their respective signatures below, the

parties have caused the Contract, inclusive of Attachment A, to be
duly executed and effective as of the Effective Date.

[FREELANCER NAME]
 ______________________ ___________

[CUSTOMER NAME]

______________________ ___________

More templates like this: Cover Letter, Employment Contract, Resignation Letter, Recruitment Proposal

ATTACHMENT A

FREELANCE CONTRACT TERMS AND CONDITIONS

I. INTELLECTUAL PROPERTY RIGHTS

1. Retained Rights.Each party will retain all right, title, and
interest in and to its own Pre‐Existing Intellectual
Property irrespective of any disclosure of such Pre‐
Existing Intellectual Property to the other party, subject
to any licenses granted herein.
2. Pre‐Existing Intellectual Property.
1. Freelancer will not use any Freelancer or third party
Pre‐Existing Intellectual Property in connection with
this Contract unless Freelancer has the right to use
it for Customer’s benefit. If Freelancer is not the
owner of such Pre‐Existing Intellectual Property,
Freelancer will obtain from the owner any rights as
are necessary to enable Freelancer to comply with
this Contract.
2. Freelancer grants Customer a non‐exclusive,
royalty‐free, worldwide, perpetual and irrevocable
license in Freelancer and third party Pre‐Existing
Intellectual Property, to the extent such Pre‐Existing
Intellectual Property is incorporated into any
Deliverable, with the license including the right to
make, have made, sell, use, reproduce, modify,
adapt, display, distribute, make other versions of
and disclose the property and to sublicense others
to do these things.
3. Freelancer will not incorporate any materials from a
third party, including Open Source or freeware, into
any Deliverable unless (i) Freelancer clearly
identifies the specific elements of the Deliverable to
contain third party materials, (ii) Freelancer
identifies the corresponding third party licenses and
any restrictions on use thereof, and (ii) approval is
given by Customer in writing. Freelancer represents,
warrants and covenants that Freelancer has
complied and shall continue to comply with all third
party licenses (including all open source licenses)
associated with any software components that will
be included in the Deliverables or any other
materials supplied by Freelancer. Freelancer shall
indemnify Customer against any losses and liability
 incurred by Customer due to failure of Freelancer to
meet any of the requirements in any of the third
party licenses.
3. Ownership of Deliverables. Subject to Freelancer and
third party rights in Pre‐Existing Intellectual Property, all
Deliverables, whether complete or in progress, and all
Intellectual Property Rights related thereto shall belong to
Customer, and Freelancer hereby assigns such rights to
Customer. Freelancer agrees that Customer will own all
patents, inventor’s certificates, utility models or other
rights, copyrights or trade secrets covering the
Deliverables and will have full rights to use the
Deliverables without claim on the part of Freelancer for
additional compensation and without challenge,
opposition or interference by Freelancer and Freelancer
will, and will cause each of its Personnel to, waive their
respective moral rights therein. Freelancer will sign any
necessary documents and will otherwise assist Customer
in securing, maintaining and defending copyrights or
other rights to protect the Deliverables in any country.
4. No Rights to Customer Intellectual Property. Except for
the limited license to use materials provided by Customer
as may be necessary in order for Freelancer to perform
Services under this Contract, Freelancer is granted no
right, title, or interest in any Customer Intellectual
Property.

II. CONFIDENTIALITY

1. Confidential Information. For purposes of this Contract,

“Confidential Information” shall mean information or
material proprietary to a Party or designated as
confidential by such Party (the “Disclosing Party”), as well
as information about which a Party (the “Receiving
Party”) obtains knowledge or access, through or as a
result of this Contract (including information conceived,
originated, discovered or developed in whole or in part by
 Freelancer hereunder). Confidential Information does not
include: a) information that is or becomes publicly known
without restriction and without breach of this Contract or
that is generally employed by the trade at or after the
time the Receiving Party first learns of such information;
b) generic information or knowledge which the Receiving
Party would have learned in the course of similar
employment or work elsewhere in the trade; c)
information the Receiving Party lawfully receives from a
third party without restriction on disclosure and without
breach of a nondisclosure obligation; d) information the
Receiving Party rightfully knew prior to receiving such
information from the Disclosing Party to the extent such
knowledge was not subject to restrictions on further
disclosure; or (e) information the Receiving Party
develops independent of any information originating from
the Disclosing Party.
2. Customer Confidential Information. The following
constitute Confidential Information of Customer and
should not be disclosed to third parties: the Deliverables,
discoveries, ideas, concepts, software in various states of
development, designs, drawings, specifications,
techniques, models, data, source code, source files and
documentation, object code, documentation, diagrams,
flow charts, research, development, processes,
procedures, “know-how”, marketing techniques and
materials, marketing and development plans, customer
names and other information related to customers, price
lists, pricing policies and financial information, this
Contract and the existence of this Contract, and any work
assignments authorized or issued under this Contract.
Freelancer will not use Customer’s name, likeness, or
logo (Customer’s “Identity”), without Customer’s prior
written consent, to include use or reference to
Customer’s Identity, directly or indirectly, in conjunction
with any other clients or potential clients, any client lists,
advertisements, news releases or releases to any
professional or trade publications.
 3. Non-Disclosure. The Parties hereby agree that during the
term hereof and at all times thereafter, and except as
specifically permitted herein or in a separate writing
signed by the Disclosing Party, the Receiving Party shall
not use, commercialize or disclose Confidential
Information to any person or entity. Upon termination, or
at any time upon the request of the Disclosing Party, the
Receiving Party shall return to the Disclosing Party all
Confidential Information, including all notes, data,
reference materials, sketches, drawings, memorandums,
documentations and records which in any way
incorporate Confidential Information.
4. Right to Disclose. With respect to any information,
knowledge, or data disclosed to Customer by the
Freelancer, the Freelancer warrants that the Freelancer
has full and unrestricted right to disclose the same
without incurring legal liability to others, and that
Customer shall have full and unrestricted right to use and
publish the same as it may see fit. Any restrictions on
Customer’s use of any information, knowledge, or data
disclosed by Freelancer must be made known to
Customer as soon as practicable and in any event agreed
upon before the start of any work.

III. CONFLICT OF INTEREST

1. Freelancer represents that its execution and performance

of this Contract does not conflict with or breach any
contractual, fiduciary or other duty or obligation to which
Freelancer is bound. Freelancer shall not accept any work
from Customer or work from any other business
organizations or entities which would create an actual or
potential conflict of interest for the Freelancer or which is
detrimental to Customer’s business interests.
IV. TERMINATION

Rights to Terminate.

1. Customer may terminate this Contract and/or an

individual project for its convenience, without
liability at any time, upon prior written notice to
Freelancer.
2. Freelancer may terminate this Contract upon thirty
days prior written notice provided there are no open
projects at the time notice is given.
3. Customer may terminate this Contract and/or any
open projects immediately for cause if the
Freelancer fails to perform any of its obligations
under this Contract or if Freelancer breaches any of
the warranties provided herein and fails to correct
such failure or breach to Customer’s reasonable
satisfaction within ten (10) calendar days (unless
extended by Customer) following notice by
Customer. Customer shall be entitled to seek and
obtain all remedies available to it in law or in equity.
2. Upon termination of any project or work given Freelancer
hereunder, Freelancer will immediately provide Customer
with any and all work in progress or completed prior to
the termination date. As Customer’s sole obligation to
Freelancer resulting from such termination, Customer will
pay Freelancer an equitable amount as determined by
Customer for the partially completed work in progress
and the agreed to price for the completed Services and/or
Deliverables provided and accepted prior to the date of
termination.
3. Upon termination or expiration of this Contract or a
project performed by Freelancer hereunder, whichever
occurs first, Freelancer shall promptly return to Customer
 all materials and or tools provided by Customer under
this Contract and all Confidential Information provided by
Customer to Freelancer.
4. Any provision or clause in this Contract that, by its
language or context, implies its survival shall survive any
termination or expiration of this Contract.

V. WARRANTIES

Freelancer warrants that:

1. the Services and Deliverables are original and do not infringe

upon any third party’s patents, trademarks, trade secrets,
copyrights or other proprietary rights,
2. it will perform the Services hereunder in a professional and
workmanlike manner,
3. the Deliverables Freelancer provides to Customer are new, of
acceptable quality free from defects in material and
workmanship and will meet the requirements and conform with
any specifications agreed between the parties,
4. it has all necessary permits and is authorized to do business in
all jurisdictions where Services are to be performed,
5. it will comply with all applicable federal and other jurisdictional
laws in performing the Services,
6. it has all rights to enter into this Contract and there are no
impediments to Freelancer’s execution of this Contract or
Freelancer’s performance of Services hereunder.

VI. LIMITATION OF LIABILITY

 1. Except as set forth in this section below, in no event will
either party be liable for any special, indirect, incidental,
or consequential damages nor for loss of data, profits or
revenue, cost of capital or downtime costs, nor for any
exemplary or punitive damages, arising from any claim or
action, incidential or collateral to, or directly or indirectly
related to or in any way connected with, the subject
matter of the agreement, whether such damages are
based on contract, tort, statute, implied duties or
obligations, or other legal theory, even if advised of the
possibility of such damages.
2. Notwithstanding the foregoing, any purported limitation
or waiver of liability shall not apply to contractor’s
obligation under the indemnification or confidential
information sections of this agreement or either party’s
liability to the other for personal injury, death or physical
damage to property claims.

VII. INSPECTION AND ACCEPTANCE

1. Non-Conforming Services and Deliverables. If any of the

Services performed or Deliverables delivered do not
conform to specified requirements, Customer may require
the Freelancer to perform the Services again or replace or
repair the non-conforming Deliverables in order to bring
them into full conformity with the requirements, at
Freelancer’s sole cost and expense. When the defects in
Services and/or Deliverables cannot be corrected by re-
performance, Customer may: (a) require Freelancer to
take necessary action, at Freelancer’s own cost and
expense, to ensure that future performance conforms to
the requirements and/or (b) reduce any price payable
under the applicable project to reflect the reduced value
of the Services performed and/or Deliverables delivered
by Freelancer and accepted by Customer.
2. If Freelancer fails to promptly conform the Services
and/or Deliverables to defined requirements or
 specifications, or take action deemed by Customer to be
sufficient to ensure future performance of the project in
full conformity with such requirements, Customer may
(a) by contract or otherwise, perform the services or
subcontract to another Freelancer to perform the Services
and reduce any price payable by an amount that is
equitable under the circumstances and charge the
difference in re-procurement costs back to Freelancer
and/or (b) terminate the project and/or this Contract for
default.

VIII. INSURANCE

1. Freelancer shall maintain adequate insurance coverage

and minimum coverage limits for its business as required
by any applicable law or regulation, including Workers’
Compensation insurance as required by any applicable
law or regulation, or otherwise as determined by
Freelancer in its reasonable discretion. Freelancer’s lack
of insurance coverage shall limit any liability Freelancer
may have under this Contract.

IX. MISCELLANEOUS

PandaTip: Consult a lawyer or contracts professional for the customization of these terms and conditions, as well as the
legal import of choosing one State or Country over another in the governing law section. As you will find in your own
research, choice of law is not as straight forward as it may seem.
1. Assignment. Freelancer shall not assign any rights of this
Contract or any other written instrument related to
Services and/or Deliverables provided under this
Contract, and no assignment shall be binding without the
prior written consent of Customer. Subject to the
foregoing, this Contract will be binding upon the Parties’
heirs, executors, successors and assigns.
2. Governing Law. The Parties shall make a good-faith effort
to amicably settle by mutual agreement any dispute that
may arise between them under this Contract. The
foregoing requirement will not preclude either Party from
seeking injunctive relief as it deems necessary to protect
its own interests. This Contract will be construed and
enforced in accordance with the laws of the State of
[STATE], excluding its choice of law rules.
3. Severability. The Parties recognize the uncertainty of the
law with respect to certain provisions of this Contract and
expressly stipulate that this Contract will be construed in
a manner that renders its provisions valid and
enforceable to the maximum extent possible under
applicable law. To the extent that any provisions of this
Contract are determined by a court of competent
jurisdiction to be invalid or unenforceable, such
provisions will be deleted from this Contract or modified
so as to make them enforceable and the validity and
enforceability of the remainder of such provisions and of
this Contract will be unaffected.
4. Independent Contractor. Nothing contained in this
Contract shall create an employer and employee
relationship, a master and servant relationship, or a
principal and agent relationship between Freelancer and
Customer. Customer and Freelancer agree that
Freelancer is, and at all times during this Contract shall
remain, an independent contractor.
5. Force Majeure. Neither Party shall be liable for any failure
to perform under this Contract when such failure is due to
causes beyond that Party’s reasonable control, including,
but not limited to, acts of state or governmental
authorities, acts of terrorism, natural catastrophe, fire,
 storm, flood, earthquakes, accident, and prolonged
shortage of energy. In the event of such delay the date of
delivery or time for completion will be extended by a
period of time reasonably necessary by both Freelancer
and Customer. If the delay remains in effect for a period
in excess of thirty days, Customer may terminate this
Contract immediately upon written notice to Freelancer.
6. Entire Contract. This document and all attached or
incorporated documents contains the entire agreement
between the Parties and supersedes any previous
understanding, commitments or agreements, oral or
written. Further, this Contract may not be modified,
changed, or otherwise altered in any respect except by a
written agreement signed by both Parties.