Freelance Writing Agreement - Template, Sample Form Pro · NG-law

FREELANCE WRITING AGREEMENT

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

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 each be referred to individually as a "Party" and collectively as the "Parties".

RECITALS

A. The Client wishes to engage the Freelancer to provide certain freelance writing services (the "Writing Services") more particularly described in this Agreement, and the Client is of the opinion that the Freelancer possesses the requisite skills and expertise to perform the Writing Services.

B. The Freelancer has agreed to provide the Writing Services in accordance with the terms and conditions set out in this Agreement.

NOW IN CONSIDERATION of the mutual covenants, promises and obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. COMMENCEMENT AND TERM

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

1.2. The Parties may, by mutual written agreement, extend or renew this Agreement upon such terms as they may agree.

2. INDEPENDENT CONTRACTOR RELATIONSHIP

2.1. The Freelancer acknowledges and agrees 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, partnership or joint venture between the Parties. Accordingly, this Agreement is not governed by the Labour Act, Cap L1, Laws of the Federation of Nigeria 2004.

2.2. The Freelancer shall retain control as to the manner and means by which the Writing Services are performed, subject to the requirements of this Agreement.

2.3. The Freelancer shall not be entitled to any employment benefits, pension contributions or other entitlements available to employees under Nigerian law, and shall be solely responsible for the remittance of the Freelancer's own personal income tax to the relevant tax authority pursuant to the Personal Income Tax Act, Cap P8, Laws of the Federation of Nigeria 2004 (as amended).

3. SCOPE OF SERVICES

3.1. The Client engages the Freelancer to provide freelance writing services.

3.2. The Freelancer agrees to provide the following services to the Client (the "Writing Services"):

________

4. DELIVERABLES

4.1. The Writing Services shall be divided into several phases, and the Freelancer shall deliver the following (the "Deliverables"):

4.1.1. The first phase shall involve the following:

________

4.1.2. The second phase shall involve the following:

________

4.2. The Freelancer is engaged on the basis of the Freelancer's personal skills and expertise. Accordingly, notwithstanding any provision to the contrary, the Freelancer shall not subcontract, transfer, delegate or otherwise outsource the provision of the Writing Services to any third party without the prior written consent of the Client.

5. REVISION

5.1. The Freelancer shall submit the final draft of each Deliverable to the Client for revision. The revision shall be carried out as follows:

________

6. ORIGINALITY AND NO PLAGIARISM

6.1. The Freelancer agrees not to copy or plagiarise the work of any other party. To avoid any instance of plagiarism, the Freelancer shall produce all written works in the Freelancer's own words and shall properly reference or cite any idea or words authored by another party.

6.2. Where the Freelancer plagiarises the work of any party, the Freelancer agrees to take full responsibility, including all liability and any other consequence arising from such plagiarism, including any liability arising under the Copyright Act 2022.

7. WORK LOCATION AND SCHEDULE

7.1. The Freelancer shall perform the Writing Services at the following location:

________

7.2. The Freelancer shall work within the following schedule:

________

8. COMPENSATION

8.1. As compensation for all services rendered by the Freelancer under this Agreement, the Freelancer shall receive a one-time fixed fee in the sum of \u20a6________ (________) for the Writing Services (the "Fee").

8.2. The Fee shall be paid subject to any applicable statutory deductions, including withholding tax where applicable, and payment shall be made as follows:

________

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

9. INVOICING AND LATE PAYMENT

9.1. The Freelancer shall submit an invoice indicating the hours of work performed and a description of the work done. Such invoice shall be submitted to the Client on the following basis: ________.

9.2. Where the Client fails to pay any sum due under this Agreement by the relevant due date, the Client shall pay to the Freelancer the sum of \u20a6________ (________) as a late payment charge.

10. OBLIGATIONS OF THE FREELANCER

The Freelancer undertakes to:

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

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

(III). perform such obligations as may from time to time be varied by mutual agreement of the Parties.

11. OBLIGATIONS OF THE CLIENT

Under this Agreement, the Client shall:

(I). pay the Freelancer the Fee, authorised out-of-pocket expenses and all other sums properly due;

(II). provide all documents, materials, work tools and equipment reasonably necessary for the performance of the Writing Services under this Agreement; and

(III). pay all relevant taxes for which the Client is responsible under applicable law.

12. TERMINATION

12.1. This Agreement may be terminated as follows:

(I). by either Party at any time before the expiration of the term of this Agreement, upon the issuance of the following period of notice in writing:

________;

(II). by either Party where the other Party commits any material breach of any term of this Agreement which, if capable of remedy, is not remedied within a reasonable period after written notice;

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

(IV). by the Freelancer where the Client defaults in paying the compensation after the Freelancer has made reasonable demand for payment;

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

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

12.2. 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 which is in the possession or control of the Freelancer;

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

(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 or equitable remedy to prevent such disclosure or use.

12.3. 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 already rendered by the Freelancer.

13. INTELLECTUAL PROPERTY OWNERSHIP

13.1. The Freelancer agrees that all written works, articles, text, videos, photographs, formulae, trade secrets, business models and all other intellectual property, including any copyright, trademark, goodwill or patent, created, developed or produced by the Freelancer for the Client in the course of and for the purpose of this Agreement (the "Works") shall be the sole and exclusive property of the Client.

13.2. The Freelancer hereby irrevocably and absolutely assigns to the Client, with full title guarantee, all present and future intellectual property rights in the Works, including all copyright subsisting under the Copyright Act 2022, free from all encumbrances and for the full term of such rights.

13.3. The Freelancer shall, at the Client's request and expense, execute all documents and do all such acts as may be necessary to vest, perfect or evidence the Client's ownership of the rights assigned under this clause.

14. WARRANTIES AND REPRESENTATIONS

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15. NON-COMPETE AND NON-SOLICITATION

15.1. Non-Compete Obligation

15.1.1. The Freelancer undertakes that during the term of this Agreement and for the following period immediately after its termination or expiry: ________, the Freelancer shall not, to the extent reasonable and necessary to protect the legitimate business interests of the Client, engage directly or indirectly in any business that is in direct competition with the Client's business, including by:

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

(II). becoming an employee, director, adviser or independent contractor of, or 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; or

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

15.1.2. This non-compete covenant shall apply within the following geographical area:

________

15.1.3. The Parties agree that the restrictions in this clause are reasonable as to scope, duration and geographical extent and are no greater than necessary to protect the legitimate interests of the Client. Should any such restriction be held unenforceable for being unreasonable, it shall apply with such modification as may be necessary to render it valid and enforceable.

15.2. 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 leave their engagement with the Client or otherwise disrupt the Client's relationship with its employees, contractors or 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; or

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

15.3. Consideration for Non-Compete Obligation

In consideration of the non-compete obligation in clause 15.1, the Client shall, after the termination of this Agreement, pay the Freelancer ________% (________ percent) of the Freelancer's remuneration as compensation.

15.4. Remedies

Where the Freelancer is in breach of this clause, the Freelancer shall pay the Client the sum of \u20a6________ (________). In addition to any other remedy, the Client shall be entitled to seek an injunction and other legal and equitable reliefs.

16. CONFIDENTIALITY OBLIGATIONS

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16.2. Confidential information includes all information or materials of whatever nature relating to the purpose of this Agreement disclosed by either Party, whether by written material or by oral or written statement, including documents, techniques, practices, tools, specifications, inventions, patents, trademarks, software and drawings, but shall not include information which:

(I). can be established by written records to have been 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 given to the Freelancer by a third party in lawful possession of such information and having the legal right to disclose it; or

(V). is required by law or by an order of a court of competent jurisdiction to be disclosed.

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

16.4. The Parties agree to:

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

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

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

16.5. Where the confidential information includes personal data, each Party shall process such personal data in accordance with the Nigeria Data Protection Act 2023 and only for the purposes of this Agreement, and shall implement appropriate technical and organisational measures to safeguard such data.

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

17. FORCE MAJEURE

17.1. Neither Party shall be liable for any failure to perform any term of this Agreement where such performance has been delayed, hindered, interfered with or prevented by force majeure, which means any circumstance:

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

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

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

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

(I). war, hostilities or invasion;

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

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

17.3. The affected Party shall promptly notify the other Party of the force majeure event and shall use reasonable endeavours to mitigate its effects.

18. INDEMNITY

The Freelancer agrees to indemnify and hold the Client and its affiliates harmless against any suit, action, claim, damages, liability, expense, loss, judgment or settlement of any kind whatsoever incurred as a result of the Freelancer's conduct or breach of any term of this Agreement, including:

(I). any unauthorised use by the Freelancer 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; and

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

19. MODIFICATION AND VARIATION

The Parties may modify any part of this Agreement only with the express written consent of both Parties. Where the Parties agree to vary the entire Agreement and a new agreement is created to regulate their relationship, this Agreement shall thereupon be terminated. If any part of the modified version of this Agreement becomes invalid or unenforceable, the remaining parts shall remain valid and in force.

20. DISPUTE RESOLUTION

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

20.2. Any dispute which cannot be mutually resolved by the Parties within thirty (30) days 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.

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

________

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

20.5. Each Party shall bear its own costs and expenses in relation to the arbitration proceedings, save where the tribunal makes an award as to costs against a particular Party.

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

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

21. MISCELLANEOUS

21.1. Variation: This Agreement may be amended or varied only by an instrument in writing agreed to and signed by both Parties.

21.2. Notices: All notices under this Agreement shall be in writing and shall be delivered personally, sent by registered or certified mail or by electronic mail to the relevant Party's address or that of the Party's solicitor.

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

21.4. 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 Agreement.

21.5. Entire Agreement: This Agreement, together with any addendum, constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement between them.

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

21.7. 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.

21.8. Cumulative Rights: The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive, except as otherwise provided by law.

21.9. Waiver: Any term or provision of this Agreement may be waived in writing by the Party entitled to its benefit. No delay or omission to exercise any right shall be construed as a waiver of that or any other right.

21.10. Severability: If any part of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

21.11. 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 on the day and year first above written.

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: ..........................................................................................................