Freelance Agreement - Template, Sample Form to Fill out

FREELANCE AGREEMENT

THIS FREELANCE AGREEMENT is made on ________, between ________, 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 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 assigns) of the other part. The Client and the Freelancer shall individually be referred to as the "Party" and collectively be referred to 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 services in accordance with the terms and conditions herein contained in this Agreement.

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

1. TERM OF AGREEMENT

This Agreement will commence on ________ and shall end on ________ without any option for renewal.

2. SCOPE OF SERVICES

The Client agrees to engage the services of the Freelancer for the following position: ________.

The Freelancers 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:

________

The Freelancer is hired to provide the Services based on the Freelancer's skills and expertise. Therefore, notwithstanding any other provision to the contrary, the Freelancer shall not contract, transfer the obligation, or otherwise outsource the provision of the Services to another party.

3. NO EMPLOYMENT

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4. WORK LOCATION AND SCHEDULE

The Freelancer is required to work in the following location:

________

The Freelancer shall work within the following schedule:

________

5. COMPENSATION

As compensation for all the services rendered by the Freelancer under this Agreement, the Freelancer shall receive a one time fixed fee in the sum of ₦________ (________) for the Freelancer's Services (the "Fee").

Such compensation will be made in cash and shall be subject to the normal statutory deductions made by the Client and payment will be made as follows:

________

The Freelancer shall be entitled to be reimbursed for all incidental and out-of-pocket expenses reasonably incurred on behalf of the Client, provided that same have been authorized by the Client prior to being incurred and with the provisions of appropriate receipts.

6. INVOICING AND PAYMENT

The Freelancer shall submit an invoice indicating their hours of work and description of work. The invoice will be sent to the Client weekly, on Mondays.

If the Client fails to pay the Fees after the due date, the Client shall pay alors the sum of ₦________ (________) as late fees.

7. OBLIGATIONS OF THE FREELANCER

The Freelancer undertakes to do as follows:

(I). The Freelancer shall provide the services diligently and with due care.

(II). The duties may include such other tasks which the Parties may agree on.

(III). The obligations may from time to time change as agreed upon by the Parties.

8. OBLIGATIONS OF THE CLIENT

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

(I). to pay the Freelancer compensation, out-of-pocket expenses and all other fees required;

(II). to provide all documents, materials, work tools and equipment necessary for the performance of the services required under this Agreement; and

(III). the Client shall pay all relevant taxes required under the law.

9. TERMINATION OF AGREEMENT

This Agreement may be terminated as follows:

(I). at any period before the expiration of the term of this Agreement upon the issuance of the following period of notice in writing: ________;

(II). by either of the Parties if the other Party commits any material breach of any terms contained in this Agreement;

(III). by the Client if the Freelancer fails to provide the services required under this Agreement;

(IV). by the Freelancer if the Client defaults in paying the compensation after making several demands for the compensation to be paid;

(V). by either of the Parties upon the death of the other Party;

(VI). by the Client if the Freelancer engages in any act which amounts to gross misconduct.

Upon termination or expiry of this Agreement, the Freelancer agrees to do the following:

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

(II). delete any information relating to the business of the Client on any electronic device, hard disk etc which is in the possession of the Freelancer;

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

Upon termination, the Client shall pay any compensation up to the date of termination and any fees falling due for payment for the services rendered by the Freelancer.

10. INTELLECTUAL PROPERTY

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11. NON-COMPETE PROVISIONS

11.1. Non-Compete Obligation

The Freelancer undertakes that during the period of service or for the following period immediately preceding the termination of this Agreement: ________, the Freelancer shall not engage in any business that is in direct or indirect competition with the Client's business. Directly or indirectly engaging in the competitive business includes but is not limited to the following:

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

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

(III). not to set up a firm or company (either solely or jointly) capable of engaging in the provision of services and/or services offered by the Company;

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

This Non-Compete covenant shall apply to the following geographical area:

________

11.2. Non-Solicitation

The Freelancer agrees that during the term of the contract and after the expiration of this Agreement or termination of the Freelancer's Writing Services, the Freelancer shall not directly or indirectly do as follows:

(I). inducing or attempting to induce any employee, contractor or any other agent of the Employer to quit employment with the Client or otherwise disrupt the Client's relationship with its employees, contractors and agents;

(II). Discuss employment opportunities or provide information about any employment opportunities in any competitive organization with the Client's employees or contractors;

(III). Solicit or entice away from the Client, the employees, contractor, or agents of the Client;

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

11.3. Consideration for Non-Compete Obligation

After the termination of this Agreement, the Client shall pay ________% (________ percent) of the Freelancer's remuneration as compensation for this non-compete obligation.

11.4. Remedies

If the Freelancer is in breach of this clause, the following sum will be charged as a penalty for the breach: ________. In addition to any other remedies, the Client shall also be entitled to an injunction and other legal and equitable reliefs.

12. CONFIDENTIALITY OBLIGATIONS

The Parties acknowledge that by this Agreement, the Freelancer may have access to non-public confidential information and may also possess certain information regarding the business operation of the Client. Consequently, the Freelancer agrees to maintain the secret nature of such information. The Parties also acknowledge that depending on the circumstance, they may become the disclosing party or receiving party.

Confidential information includes all information or materials of whatever nature relating to the purpose disclosed by the Parties by sharing of any written material or by any oral or written statement whatsoever which includes but is not limited to documents, techniques, practices, tools, specifications, inventions, patents, trademark, soft wares, drawings, programmes but shall not include the following information or data:

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

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

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

(IV) is given to the Freelancer by any third party who is in possession of such information and has the legal right to disclose it; or

(V) that is required by law to be disclosed.

Trade secret information includes all formulas, patterns, designs, processes, methods or other information that is not known or easily ascertainable to the general public.

The Parties hereby agree as follows:

(I) to take proper and reasonable measures to ensure the confidentiality of the confidential information under this Agreement;

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

(III) not to use the confidential information for any purpose other than the purpose for which this Agreement was created.

Each Party agrees not to disclose the trade secret information or confidential information during and after the termination of this Agreement for as long as it remains a trade secret.

13. FORCE MAJEURE

Neither party shall, before the Expiration or Termination Date, be liable for any failure to fulfill any term of this Agreement if the fulfillment has been delayed, hindered, interfered with, or prevented by force majeure, which in this Agreement, shall mean any circumstances:

(I) which is beyond a Party's control;

(II) which such Party could not have reasonably avoided or overcome; and

(III) which is not attributable to the other Party.

Without prejudice to the generality of the foregoing, force majeure shall include the following events and circumstances:

(I) war, hostilities, or invasion;

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

(III) riot, civil disorder, or other acts that may reasonably affect the ability of the Party to fulfill its obligations under this Agreement.

14. INDEMNITY

The Freelancer agrees to indemnify and hold the Client and the Brand's Affiliates harmless against any suit, action, damages, liabilities, expense of any kind whatsoever, loss, damage, judgement, settlements and any kind of loss that may incur as a result of the Freelancer's conduct and breach of any term contained in this Agreement, which may include:

(I) the Freelancer's use of the Client's Intellectual Property;

(II) a violation of any law, rule, or regulation regulating digital marketing that is committed by the Freelancer or 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 or the Brand's Affiliates in enforcing its rights under this Agreement, including all reasonable attorney fees.

15. MODIFICATION AND VARIATION

The Parties can modify any part of this Agreement with the express consent of the other Party. If the Parties agree to vary the entire Agreement and a new Agreement is created to regulate the relationship of the Parties, this Agreement shall be terminated. If any part of the modified version of this Agreement becomes invalid or unenforceable, the remaining parts shall be valid.

16. ARBITRATION

The Parties agree to use their best endeavours to negotiate and settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.

Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following arbitration rules: Arbitration and Conciliation Act, 2004 or any statutory re-enactment or modification thereof.

The tribunal shall consist of ________ arbitrators who shall be elected in the following manner:

________

The arbitration proceedings shall be held in: ________ and conducted in English language.

Each Party shall bear their own cost and expenses in relation to the arbitration proceedings except where an award has been made by the arbitrators for the cost to be borne by a particular Party.

The decision of the arbitrators shall be final and binding on all the Parties and shall be enforced by any competent court.

17. MISCELLANEOUS

(I) Variation: This Agreement may be amended or varied by either of the Parties, and such variation must be agreed to and signed by the Parties to this Agreement. No delay or omission to exercise any right under this Agreement shall be construed as a waiver.

(II) Notices: All notices under this Agreement may be given orally or in writing. The notices shall either be delivered personally or mailed by certified mail to the other Party's address or that other Party's attorney.

(III) Headings: Headings in this Agreement are used for convenience only and shall not be construed to limit or affect the terms of this Agreement.

(IV) Counterparts: This Agreement may be executed in counterparts, all of which constitute one Agreement.

(V) Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.

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

(VII) Enurement: This Agreement will enure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

(VIII) Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.

(IX) Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, or omission to exercise any right shall not be construed as waiver.

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

(XI) Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts 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 this day and year first written above.

SIGNED by the within named ________

________________________

in the presence of:

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

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

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

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

SIGNED by the within named ________

________________________

in the presence of:

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

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

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

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