Freelance Agreement - Template, Sample Form to Fill out Pro · NG-law

FREELANCE AGREEMENT

THIS FREELANCE AGREEMENT (this "Agreement") is made on the ________

BETWEEN

________, an individual of the following address:

________

(hereinafter referred to as the "Client", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the one part;

AND

________, an individual of the following address:

________

(hereinafter referred to as the "Freelancer", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the other part.

The Client and the Freelancer shall individually be referred to as a "Party" and collectively as the "Parties".

BACKGROUND

A. The Client wishes to retain the services of the Freelancer and believes that the Freelancer is qualified to provide the services stated in this Agreement.

B. The Freelancer has agreed to provide the said services in accordance with the terms and conditions contained in this Agreement.

IN CONSIDERATION of the mutual benefits, promises and obligations contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. TERM OF AGREEMENT

1.1. This Agreement shall commence on ________ and shall, unless earlier terminated in accordance with its terms, expire on ________ without any option for automatic renewal.

1.2. Any extension of the term shall be effected only by written agreement duly executed by both Parties.

2. SCOPE OF SERVICES

2.1. The Client engages the services of the Freelancer for the following role/position: ________ (the "Services").

2.2. The provision of the Services shall be divided into phases, and the Freelancer shall deliver the following (the "Deliverables"):

(I) The first phase shall involve the following:

________

(II) The second phase shall involve the following:

________

2.3. The Freelancer is engaged to provide the Services based on the Freelancer's personal skills and expertise. Accordingly, notwithstanding any provision to the contrary, the Freelancer shall not sub-contract, transfer, assign or otherwise outsource the provision of the Services to any other person without the prior written consent of the Client.

3. NATURE OF RELATIONSHIP — NO EMPLOYMENT

3.1. The Freelancer acknowledges that the Freelancer is engaged as an independent contractor, and nothing in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, or partnership between the Parties for the purposes of the Labour Act (Cap. L1, Laws of the Federation of Nigeria 2004) or otherwise.

3.2. The Freelancer shall retain control over the manner and means by which the Services are provided to the Client, subject to the Deliverables and timelines agreed herein.

3.3. The Freelancer shall be entitled only to the Fee provided in this Agreement and shall not be entitled to any employment benefits, pension contributions, gratuity, leave or other entitlements payable to employees under applicable Nigerian law.

3.4. The Freelancer shall be solely responsible for the assessment and remittance of the Freelancer's own personal income tax in accordance with the Personal Income Tax Act (Cap. P8, Laws of the Federation of Nigeria 2004, as amended) and any other applicable tax legislation.

4. WORK LOCATION AND SCHEDULE

4.1. The Freelancer is required to perform the Services at/from the following location:

________

4.2. The Freelancer shall perform the Services within the following schedule:

________

5. COMPENSATION

5.1. As compensation for all the Services rendered by the Freelancer under this Agreement, the Freelancer shall be entitled to a one-time fixed fee in the sum of ₦________ (________) (the "Fee").

5.2. The Fee shall be paid subject to such statutory deductions as may be required by law, including any applicable withholding tax under the Companies Income Tax Act and the Personal Income Tax Act, and shall be paid as follows:

________

5.3. The Freelancer shall be entitled to reimbursement of all incidental and out-of-pocket expenses reasonably incurred on behalf of the Client, provided such expenses have been authorised in writing by the Client prior to being incurred and are supported by appropriate receipts.

6. INVOICING AND PAYMENT

6.1. The Freelancer shall submit an invoice indicating the work done and the description of the work. The invoice shall be submitted to the Client on the following basis: ________.

6.2. The Client shall pay each undisputed invoice within ________ of receipt.

6.3. Where the Client fails to pay any undisputed sum by the due date, the Client shall pay the sum of ₦________ (________) as late payment charges.

7. OBLIGATIONS OF THE FREELANCER

The Freelancer undertakes as follows:

(I) to provide the Services diligently, professionally and with due care and skill;

(II) to perform such other tasks as the Parties may agree from time to time;

(III) to comply with all applicable laws and regulations in the performance of the Services;

(IV) the obligations may from time to time be varied as agreed in writing by the Parties.

8. OBLIGATIONS OF THE CLIENT

Under this Agreement, the Client shall have the following obligations:

(I) to pay the Freelancer the Fee, authorised out-of-pocket expenses and all other sums duly payable under this Agreement;

(II) to provide all documents, materials, work tools and equipment reasonably necessary for the performance of the Services; and

(III) to bear and remit all relevant taxes for which the Client is responsible under applicable law.

9. TERMINATION OF AGREEMENT

9.1. This Agreement may be terminated as follows:

(I) at any time before expiration of the term, upon the issuance of the following period of written notice: ________;

(II) by either Party where the other Party commits a material breach of any term of this Agreement which (if remediable) is not remedied within ________ of written notice requiring its remedy;

(III) by the Client where the Freelancer fails to provide the Services required under this Agreement;

(IV) by the Freelancer where the Client defaults in paying the Fee after written demand;

(V) by either Party upon the death or permanent incapacity of the other Party;

(VI) by the Client where the Freelancer engages in any act amounting to gross misconduct.

9.2. Upon termination or expiry of this Agreement, the Freelancer agrees to:

(I) immediately return to the Client all confidential information, documents, books, materials and any other property belonging to or relating to the Client in the possession or control of the Freelancer;

(II) delete any information relating to the business of the Client held on any electronic device, hard disk or other medium in the possession or control of the Freelancer;

(III) not disclose or use any of the Client's trade secrets, and the Client shall be entitled to seek an injunction or any other legal remedy to prevent such disclosure or use.

9.3. Upon termination, the Client shall pay all compensation accrued up to the date of termination and any sums falling due for payment in respect of Services properly rendered by the Freelancer.

10. INTELLECTUAL PROPERTY

10.1. All intellectual property rights, including but not limited to copyrights, patents, trademarks, designs and any other proprietary rights in the work product, Deliverables and materials created by the Freelancer in the course of providing the Services under this Agreement shall, upon full payment of the Fee, vest in and belong exclusively to the Client.

10.2. The Freelancer hereby assigns to the Client, with full title guarantee, all such intellectual property rights in the Deliverables, in accordance with the Copyright Act, 2022 and the Patents and Designs Act (Cap. P2, Laws of the Federation of Nigeria 2004) where applicable.

10.3. The Freelancer agrees to execute all documents and take all such actions as may be necessary to give effect to this assignment and to perfect the Client's title to such rights.

10.4. The Freelancer shall not use, reproduce or disclose any of the Client's intellectual property for any purpose other than the performance of the Services under this Agreement.

11. RESTRICTIVE COVENANTS

11.1. Non-Compete

The Freelancer undertakes that during the term of this Agreement and for the following period immediately following its termination or expiry: ________, the Freelancer shall not engage in any business that is in direct or indirect competition with the Client's business, which includes but is not limited to:

(I) engaging in such business as an owner, partner or agent;

(II) becoming an employee, director, adviser, independent contractor of, or otherwise working directly or indirectly for, any third party engaged in such business;

(III) setting up a firm or company (whether solely or jointly) capable of engaging in the provision of services offered by the Client;

(IV) soliciting or procuring any business from any client or customer of the Client.

This non-compete covenant shall apply to the following geographical area:

________

The Parties agree that the restrictions in this clause are reasonable and necessary for the protection of the legitimate business interests of the Client, and shall be enforced only to the extent reasonable and lawful under Nigerian law.

11.2. Non-Solicitation

The Freelancer agrees that during the term of this Agreement and after its expiry or termination, the Freelancer shall not, directly or indirectly:

(I) induce or attempt to induce any employee, contractor or agent of the Client to terminate their engagement with the Client or otherwise disrupt the Client's relationship with its employees, contractors and agents;

(II) discuss or provide information about employment opportunities in any competing organisation with the Client's employees or contractors;

(III) solicit or entice away from the Client any employee, contractor or agent of the Client;

(IV) solicit, attempt to solicit or encourage the solicitation of any customer or client of the Client.

11.3. Consideration for the Restrictive Covenants

In consideration of the restrictive covenants in this clause, the Client shall pay the Freelancer ________% (________ percent) of the Freelancer's remuneration following the termination of this Agreement.

11.4. Remedies

If the Freelancer breaches this clause, the following sum shall be payable as liquidated damages: ________. In addition to any other remedy available, the Client shall be entitled to seek an injunction and any other legal and equitable relief.

12. CONFIDENTIALITY OBLIGATIONS

12.1. The Parties acknowledge that, under this Agreement, the Freelancer may have access to non-public confidential information regarding the business operations of the Client. The Freelancer agrees to maintain the secrecy and confidentiality of such information.

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(I) can be established by written records to be already known to the Freelancer or the public at the time of disclosure;

(II) enters the public domain through no fault of the Freelancer;

(III) is given by the Client to third parties without any restriction;

(IV) is lawfully obtained by the Freelancer from a third party entitled to disclose it; or

(V) is required by law, court order or regulatory authority to be disclosed.

12.3. The Parties agree to:

(I) take proper and reasonable measures to ensure the confidentiality of the Confidential Information;

(II) not make public, publish or otherwise disclose, in whole or in part, any information relating to the business dealings or matters relating to this Agreement without the express written consent of the other Party;

(III) not use the Confidential Information for any purpose other than the purpose for which this Agreement was created.

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12.5. This clause shall survive the termination or expiry of this Agreement for so long as the relevant information remains confidential.

13. FORCE MAJEURE

13.1. Neither Party shall be liable for any failure or delay in performing any obligation under this Agreement where such failure or delay is caused by force majeure, being any circumstance which:

(I) is beyond the affected Party's reasonable control;

(II) the affected Party could not reasonably have avoided or overcome; and

(III) is not attributable to the other Party.

13.2. Without prejudice to the generality of the foregoing, force majeure shall include:

(I) war, hostilities or invasion;

(II) rebellion, terrorism, revolution, insurrection or usurped military power;

(III) riot, civil disorder, epidemic, pandemic, natural disaster, or any other act which may reasonably affect the ability of a Party to fulfil its obligations under this Agreement.

13.3. The affected Party shall promptly notify the other Party in writing of the force majeure event. Where the event continues for more than ________, either Party may terminate this Agreement on written notice.

14. INDEMNITY

The Freelancer agrees to indemnify and hold the Client harmless against any suit, action, damages, liabilities, expenses of whatever kind, loss, judgment or settlement that the Client may incur as a result of the Freelancer's conduct or breach of any term contained in this Agreement, including:

(I) the Freelancer's unauthorised use of the Client's intellectual property;

(II) any violation of any law, rule or regulation committed by the Freelancer or the Freelancer's agent;

(III) any harm or injury suffered by any third party due to the Freelancer's fault;

(IV) any cost incurred by the Client in enforcing its rights under this Agreement, including reasonable legal fees.

15. MODIFICATION AND VARIATION

The Parties may modify any part of this Agreement only with the express written consent of both Parties. If any part of a modified version of this Agreement becomes invalid or unenforceable, the remaining parts shall continue in full force and effect.

16. DISPUTE RESOLUTION AND ARBITRATION

16.1. The Parties shall use their best endeavours to amicably negotiate and settle any dispute or difference arising out of or in connection with this Agreement.

16.2. Any dispute which cannot be amicably resolved within ________ shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act, 2023, or any statutory re-enactment or modification thereof.

16.3. The arbitral tribunal shall consist of ________ arbitrator(s) who shall be appointed in the following manner:

________

16.4. The seat and venue of the arbitration shall be: ________, and the proceedings shall be conducted in the English language.

16.5. Each Party shall bear its own costs and expenses in relation to the arbitration, save where the tribunal otherwise awards.

16.6. The award of the tribunal shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, and the Parties submit to the jurisdiction of the courts of ________ in respect of any matter not subject to arbitration.

18. MISCELLANEOUS

(I) Notices: All notices under this Agreement shall be in writing and delivered personally, by courier, by registered post or by email to the address of the other Party stated in this Agreement, and shall be deemed received upon actual delivery or, in the case of email, upon confirmation of transmission.

(II) Headings: Headings are used for convenience only and shall not affect the construction of this Agreement.

(III) Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

(IV) Entire Agreement: This Agreement, together with any addendum, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements between them.

(V) Assignment: No Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.

(VI) Enurement: This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

(VII) Cumulative Rights: The rights of the Parties are cumulative and not exclusive, save as otherwise provided by law.

(VIII) Waiver: No delay or omission to exercise any right under this Agreement shall be construed as a waiver thereof, and any waiver must be in writing signed by the Party granting it.

(IX) Severability: If any provision of this Agreement is held to be unenforceable, the remainder shall continue in full force and effect.

(X) Further Assurance: The Parties shall execute and deliver all such documents and take all such actions as may be necessary or incidental to give effect to the provisions of this Agreement.

IN WITNESS WHEREOF the Parties have duly executed this Agreement the day and year first above written.

SIGNED by the within named Client ________

________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................

SIGNED by the within named Freelancer ________

________________________

in the presence of:

Name................................................................................................................

Address.............................................................................................................

Occupation........................................................................................................

Signature..........................................................................................................