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

FREELANCE WRITING SERVICES AGREEMENT

State of ________

This Freelance Writing Services Agreement (the “Agreement”) is entered into and made effective as of ________ (the “Effective Date”), by and between the following parties: ________, an individual independent contractor having a primary address at the following:

________

Email: ________

and ________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________

Email: ________

Hereinafter, “Client” will refer to and be used to describe the following party: ________. “Freelancer” will refer to and be used to describe the following party: ________. 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 writing services (the “Writing Services”), as described more fully below;

WHEREAS, Freelancer has the skills, qualifications, and expertise required to provide the Writing Services to the Client;

WHEREAS, Freelancer wishes to render such Writing Services to Client;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:

Article 1 — DEFINITIONS

As used in this Agreement:

a) “Writing Services” shall refer to the following specific freelance writing services that the Freelancer will provide to the Client under the terms and conditions set forth herein:

________

b) “Deliverables” shall refer to the following specific items that Freelancer must deliver to Client:

________

c) “Fees” shall refer to the payment Client will pay to Freelancer for the rendering of the Writing Services. Specifically, the Fees shall be as follows: $________ (________) per written work delivered.

Article 2 — ENGAGEMENT

Subject to the terms and conditions of this Agreement, Freelancer hereby agrees to render the Writing Services to Client, and Client agrees to pay Freelancer the Fees required for the Writing Services.

Article 3 — ORIGINALITY AND PLAGIARISM

Freelancer hereby acknowledges and agrees that all Deliverables shall be original works of authorship. Any plagiarism, unauthorized copying, or unlicensed use of third-party material found in Freelancer’s work shall subject this Agreement to immediate termination without further payment, and Freelancer shall be required to refund any Fees already paid for the affected work. Client is permitted to run all of Freelancer’s work through the plagiarism-checking service of Client’s choosing and does not require Freelancer’s permission to do so.

Article 4 — REVISIONS

Freelancer will submit completed drafts to Client of all writing contemplated under this Agreement. Client will review and may request revisions, if desired. Freelancer and Client agree to a maximum of ________ revisions per each draft of work. Any revisions beyond this agreed-upon amount will be subject to additional fees in the amount of ________.

Article 5 — INDEPENDENT CONTRACTOR; NO EMPLOYMENT

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Article 6 — NO LOCATION RESTRICTIONS

Client shall not be permitted to 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 anywhere Freelancer chooses.

Article 7 — NO SPECIFIC HOURS

Client may not control the hours or timing that Freelancer works. Freelancer must keep track of hours for billing purposes only. There is no expectation that Freelancer works full-time hours.

Article 8 — SUBFREELANCERS

The Freelancer shall not be permitted to use subfreelancers or subcontractors in the provision of Writing Services to the Client. Freelancer was engaged specifically for Freelancer’s own skill set and may not outsource any work without the prior written consent of Client.

Article 9 — FEES AND PAYMENT

a) Method of Payment: Freelancer will accept the following forms of payment:

________

b) Tax Statement: Any and 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 Fees: For any past-due payment or past-due deadline, a late fee in the following amount shall apply to the responsible Party, depending on the cause of the lateness:

________

Any such late fee shall not exceed the maximum rate permitted under applicable law, and to the extent any charge is deemed to exceed such maximum, it shall be reduced to the highest lawful rate.

d) Invoice Interval: Freelancer will be entitled to invoice the Client at the following time period: ________.

e) Invoice Payment Period: The Client shall have the following time period in which to pay Freelancer’s invoice:

________

Article 10 — EXPENSES

Client shall reimburse Freelancer for reasonable, pre-approved out-of-pocket expenses directly related to the completion of the Writing Services under this Agreement, provided that Freelancer submits adequate documentation of such expenses. Expenses exceeding $________ shall require Client’s prior written approval.

Article 11 — KEY DATES

The Freelancer shall be responsible for ensuring the following key dates (“Key Dates”) are met. Key Dates refer to specific dates during the time period that the Writing Services are being rendered on which the Freelancer agrees to meet specific events or deadlines. The Key Dates shall be as follows:

________

Article 12 — INTELLECTUAL PROPERTY

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Without limiting the foregoing, Freelancer agrees that all work created hereunder which is protectable by copyright and which may constitute “works made for hire” pursuant to the United States Copyright Act of 1976, as amended (17 U.S.C. § 101 et seq.), shall be deemed works made for hire for the 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 further agrees to execute any documents and take any actions reasonably necessary to perfect or evidence Client’s ownership of such rights.

Nothing contained in this provision shall limit Freelancer’s ability to use any concrete work product created for Freelancer’s own portfolio after such work product has been made public by the Client, subject to Client’s confidentiality rights.

Article 13 — CONFIDENTIALITY

Freelancer hereby acknowledges and agrees that Client possesses certain non-public Confidential Information (as hereinafter defined) and may also possess Trade Secret Information (as hereinafter defined) (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 the Client’s Proprietary Information. Each Party desires to maintain the secret and private nature of any Proprietary Information given.

“Confidential Information” refers to any information which is confidential and commercially valuable to Client. The Confidential Information may be 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 and/or secrets, and may pertain to, but is not limited to, the fields of research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and/or finance, or any other information which is confidential and commercially valuable to Client.

Confidential Information may or may not be disclosed as such, through labeling, but is to be considered any information which ought to be treated as confidential under the circumstances through which it was disclosed.

Confidential Information shall not include any information which:

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 be defined as 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 the definition of a trade secret under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and the applicable state Uniform Trade Secrets Act.

Freelancer hereby agrees to:

I) not disclose the Proprietary Information by any unauthorized means to any third parties throughout the duration of this Agreement and the Parties’ relationship with each other;

II) not disclose the Confidential Information by any unauthorized means to any third parties for a period of three (3) years following the termination of this Agreement;

III) not disclose the Trade Secret Information at any time, for as long as such information remains a trade secret under applicable law, to any third party; and

IV) not use the Confidential Information or the Trade Secret Information for any purpose except those contemplated herein or expressly authorized by Client.

Notwithstanding the foregoing, pursuant to 18 U.S.C. § 1833(b), 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.

Article 14 — WARRANTIES

The Freelancer represents and warrants that it will perform the Writing Services using reasonable care and skill consistent with the standards of a freelancer in its field, and that any results, end products, Deliverables, or materials given by the Freelancer to the Client under the terms and conditions of this Agreement will be original and will not infringe upon or violate the intellectual property rights or any other right of any third party.

Article 15 — INDEMNIFICATION

Freelancer agrees to indemnify, defend, and hold harmless the 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 the Freelancer, including but not limited to any breach of the warranties set forth herein or any infringement of the intellectual property rights of any third party.

This indemnification obligation shall survive the termination or expiration of this Agreement.

Article 16 — LIMITATION OF LIABILITY

In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or related to this Agreement, whether based on contract, tort, or any other legal theory, even if advised of the possibility of such damages. The total aggregate liability of either Party under this Agreement shall not exceed the total amount of Fees paid or payable under this Agreement. Nothing in this Article shall limit liability for indemnification obligations under Article 15, breaches of confidentiality, infringement of intellectual property rights, or any liability that cannot be excluded or limited under applicable law.

Article 17 — TIME FOR PERFORMANCE

Time shall be of the essence for the performance by the Freelancer of its obligations under this Agreement. Any dates, periods, or times for performance specified in this Agreement are to be met, and in default thereof, the Freelancer will be in breach of this Agreement. Specifically, Freelancer shall have all work completed by: ________.

Article 18 — TERMINATION

This Agreement shall terminate automatically on the following date: ________.

This Agreement may also be terminated by either Party, upon notice in writing:

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; or

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 Writing Services properly rendered and accepted through the effective date of termination, subject to the other provisions of this Agreement. No ongoing relationship between the Parties is contemplated, and Client may not assign additional work to Freelancer. The Parties may decide, through an addendum to this Agreement, to expand the scope of the Writing Services, but any such agreement must be in writing and with explicit terms.

Article 19 — GENERAL PROVISIONS

a) GOVERNING LAW AND VENUE: This Agreement shall be governed in all respects by the laws of the State of ________ and any applicable federal law, without regard to its conflict-of-laws principles. Both Parties consent to the exclusive jurisdiction and venue 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, or 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: None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of either Party. Only an additional written agreement can constitute a waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision, or of the same provision on a future date. Failure of either Party to enforce any term of this Agreement shall not constitute a waiver of such term or any other term.

f) SEVERABILITY: If any provision or term of this Agreement is held to be unenforceable, then this Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. If a court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of the remaining terms and provisions, which shall be enforced as if the offending term or provision had not been included in this Agreement.

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 AND ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, all of which shall constitute a single agreement. The Parties agree that electronic signatures shall be deemed valid and binding pursuant to the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.) and any applicable state Uniform Electronic Transactions Act. If the dates set forth at the end of this document are different, this Agreement shall be considered effective as of the date on which both Parties have signed, which may be the later date.

j) FORCE MAJEURE: Neither Party shall be liable for any failure or delay in performance 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, governmental orders, acts of nature and natural disasters, and other acts due to unforeseen circumstances. This provision shall not excuse Client’s obligation to pay for Writing Services properly rendered.

k) NOTICES; ELECTRONIC COMMUNICATIONS PERMITTED: Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or e-mail 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 sent as above shall be deemed to have been received three (3) working days after the day of posting (in the case of domestic first-class mail), seven (7) working days after the date of posting (in the case of airmail), or the next working day after sending (in the case of e-mail).

In proving the giving of a notice, it shall be sufficient to prove that the notice was left, that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged, as the case may be.

l) SURVIVAL: The provisions of this Agreement which by their nature should survive termination or expiration, including without limitation those relating to Intellectual Property, Confidentiality, Warranties, Indemnification, and Limitation of Liability, shall survive the termination or expiration of this Agreement.

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: ________