Freelance Agreement - Template, Sample Form to Complete Pro · US-law
✓ Valid in United States · drafted to comply with local law
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FREELANCE SERVICES AGREEMENT
State of ________
This Freelance Services Agreement (this "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between:
________, an independent contractor having a primary address at:
________
Email: ________
and ________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at:
________
Email: ________
Hereinafter, "Client" shall refer to ________, and "Freelancer" shall refer to ________. Freelancer and Client may be referred to individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Client wishes to engage Freelancer for certain freelance services (the "Services"), as described more fully below;
WHEREAS, Freelancer has the skills, qualifications, and expertise required to provide the Services to the Client;
WHEREAS, Freelancer wishes to render such Services to Client;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
§ 1. DEFINITIONS
As used in this Agreement:
(a) "Services" shall refer to the following specific freelance services that Freelancer will provide to Client under the terms and conditions set forth herein:
________
(b) "Fees" shall refer to the compensation Client will pay to Freelancer for the rendering of the Services, specifically: $________ (________), as a fixed fee for all Services rendered.
§ 2. ENGAGEMENT
Subject to the terms and conditions of this Agreement, Freelancer hereby agrees to render the Services to Client, and Client agrees to pay Freelancer the Fees required for the Services.
§ 3. INDEPENDENT CONTRACTOR STATUS; NO EMPLOYMENT
§ 4. NO LOCATION RESTRICTIONS
Client shall not place any location restrictions on Freelancer. Freelancer does not use any equipment, including electronic equipment, owned by Client, and Freelancer does not maintain any equipment at Client's place of business. Freelancer may work at any location Freelancer chooses.
§ 5. NO SPECIFIC HOURS
Client may not control the hours or timing during which Freelancer works. Freelancer shall keep track of hours for billing purposes only. There is no expectation that Freelancer works full-time hours.
§ 6. SUBCONTRACTORS
Freelancer shall not be permitted to use subcontractors or subfreelancers in the provision of Services to Client. Freelancer was engaged specifically for Freelancer's own skill set and may not outsource any work without Client's prior written consent.
§ 7. FEES AND PAYMENT
(a) Method of Payment. Freelancer will accept the following forms of payment:
________
(b) Taxes. All charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Client or Freelancer shall be the sole and exclusive responsibility of each, respectively.
(c) Late Charges. For any past-due payment or past-due deadline, the following late fee shall apply for either Party, depending on the cause of the lateness, to the extent permitted by applicable law:
________
(d) Invoice Interval. Freelancer shall be entitled to invoice Client at the following intervals: ________.
(e) Invoice Payment Period. Client shall have the following period within which to pay Freelancer's invoice:
________
§ 8. EXPENSES
Freelancer shall be solely and exclusively responsible for any expenses incurred under this Agreement. Client shall have no obligation to pay or reimburse any expenses.
§ 9. KEY DATES
Freelancer shall be responsible for ensuring the following key dates ("Key Dates") are met. Key Dates refer to specific dates during the time the Services are rendered by which Freelancer agrees to meet specific events or deadlines. The Key Dates are as follows:
________
§ 10. INTELLECTUAL PROPERTY
Without limiting the foregoing, Freelancer agrees that all work created hereunder that is protectable by copyright and may constitute "works made for hire" pursuant to the United States Copyright Act of 1976 (17 U.S.C. § 101) shall be deemed works made for hire for Client. To the extent any such work does not qualify as a work made for hire, Freelancer hereby assigns all right, title, and interest therein to Client. Freelancer agrees to execute any documents and take any further actions reasonably requested by Client to perfect or evidence such assignment.
Nothing in this section shall limit Freelancer's ability to use any concrete work product in Freelancer's own portfolio after such work product has been made public by Client.
§ 11. CONFIDENTIALITY
Freelancer acknowledges and agrees that Client possesses certain non-public Confidential Information (as defined below) and may also possess Trade Secret Information (as defined below) (collectively, the "Proprietary Information") regarding its business operations and development. The Parties agree that the Proprietary Information is secret and valuable to Client and that Freelancer may have access to Client's Proprietary Information. Each Party desires to maintain the secret and private nature of any Proprietary Information disclosed.
"Confidential Information" refers to any information that is confidential and commercially valuable to Client, whether in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge or secrets, including but not limited to the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and finance.
Confidential Information may or may not be disclosed as such through labeling, but shall be considered any information that ought to be treated as confidential under the circumstances of its disclosure.
Confidential Information shall not include any information that:
(I) is known or available to the public at the time of disclosure, or becomes known or available after disclosure through no fault of Freelancer;
(II) is already known, through legal means, to Freelancer;
(III) is given by Client to third parties, other than Freelancer, without any restrictions;
(IV) is given to Freelancer by any third party who legally possessed the Confidential Information and had the right to disclose it; or
(V) is developed independently by Freelancer, where Freelancer can demonstrate such independent development.
"Trade Secret Information" shall mean any formula, process, method, pattern, design, or other information that is not generally known or reasonably ascertainable by the public, consumers, or competitors and that derives independent economic value from such secrecy, consistent with applicable trade secret law, including the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the Uniform Trade Secrets Act as adopted in the governing state.
Freelancer agrees to:
(I) not disclose the Proprietary Information by any unauthorized means to any third party throughout the duration of this Agreement and the Parties' relationship;
(II) not disclose the Confidential Information by any unauthorized means to any third party for a period of three (3) years following the termination of this Agreement;
(III) not disclose the Trade Secret Information at any time, for so long as such information remains a trade secret under applicable law;
(IV) not use the Confidential Information or Trade Secret Information for any purpose except those contemplated herein or expressly authorized by Client.
Notice of Immunity (18 U.S.C. § 1833(b)). Notwithstanding the foregoing, Freelancer shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
§ 12. WARRANTIES
Freelancer represents and warrants that it will perform the Services using reasonable care and skill consistent with the standards of a freelancer in its field, and that any results, end products, or materials provided by Freelancer to Client under this Agreement will not infringe or violate the intellectual property rights or any other right of any third party. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND FREELANCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
§ 13. INDEMNIFICATION
Freelancer agrees to indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of this Agreement by Freelancer, any negligent or wrongful act or omission of Freelancer, or any infringement of the intellectual property rights or other rights of any third party in connection with the Services rendered hereunder.
This indemnification obligation shall survive the termination or expiration of this Agreement.
§ 14. LIMITATION OF LIABILITY
EXCEPT FOR EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR LIABILITY ARISING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL AGGREGATE LIABILITY OF FREELANCER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY CLIENT TO FREELANCER UNDER THIS AGREEMENT.
§ 15. TIME FOR PERFORMANCE
Time shall be of the essence for Freelancer's performance of its obligations under this Agreement. Any dates, periods, or times for performance specified in this Agreement are to be met, and in default, Freelancer will be in breach of this Agreement. Specifically, Freelancer shall complete all work by: ________.
§ 16. TERM AND TERMINATION
This Agreement shall terminate automatically on the following date: ________.
This Agreement may also be terminated by either Party, upon written notice:
(a) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied within fourteen (14) days, or that should have been remedied within fourteen (14) days after a written request and was not;
(b) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or a duty to perform.
Upon termination, Client shall pay Freelancer for all Services satisfactorily rendered through the effective date of termination. No ongoing relationship between the Parties is contemplated, and Client may not assign additional work to Freelancer. The Parties may, through a written addendum to this Agreement signed by both Parties, expand the scope of Services, but only by written agreement with explicit terms. The provisions of §§ 10, 11, 13, 14, and 17 shall survive termination or expiration of this Agreement.
§ 17. GENERAL PROVISIONS
(a) Governing Law; Venue. This Agreement shall be governed in all respects by the laws of the State of ________, without regard to its conflict-of-laws principles, and any applicable federal law. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in ________, State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory in nature.
(b) Language. All communications made or notices given pursuant to this Agreement shall be in the English language.
(c) Assignment. This Agreement, and the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.
(d) Amendments. This Agreement may only be amended in a writing signed by both Parties.
(e) No Waiver. No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only an additional written agreement may constitute a waiver of any term of this Agreement. No waiver of any term shall constitute a waiver of any other term or of the same provision on a future date. Failure of either Party to enforce any term shall not constitute a waiver of such term or any other term.
(f) Severability. If any provision of this Agreement is held to be unenforceable, this Agreement shall be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the remainder of the Agreement, valid and enforceable. If a court declines to so amend this Agreement, the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining terms, which shall be enforced as if the offending provision had not been included.
(g) Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous understandings, whether written or oral.
(h) Headings. Headings to this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
(i) Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, all of which shall constitute a single agreement. Signatures transmitted electronically or by facsimile, and electronic signatures, shall be valid and binding consistent with the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act as adopted in the governing state. If the dates of execution differ, this Agreement shall be effective as of the later signature date.
(j) Force Majeure. Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, epidemics, pandemics, natural disasters, and other unforeseen circumstances.
(k) Notices. Any notice under this Agreement shall be in writing and sent by first-class mail, air mail, or email to the address of the relevant Party set out at the head of this Agreement, or to such other address as that Party may from time to time notify to the other Party in accordance with this clause. Notices shall be deemed received three (3) working days after posting (inland first-class mail), seven (7) working days after posting (air mail), or the next working day after sending (email). In proving the giving of notice, it shall be sufficient to prove that the notice was properly addressed and posted, or that the electronic transmission was addressed, dispatched, and confirmed.
EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.
Freelancer:
Name: ________
Signature: _________________________
Date: _____________________________
Client:
Name: ________
Representative Name: ________________________
Representative Title: _________________________
Representative Signature: _____________________
Date: _____________________________________
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