Freelance Services Agreement
This Freelance Services Agreement (the "Agreement") is made between [Freelancer (your name or business name)] ("Freelancer") and [Client (person or company)] ("Client") for the project known as [Project name] (the "Project"). Freelancer and Client are each a "Party" and together the "Parties". The Parties agree as follows.
1. Scope and Deliverables
Freelancer shall perform the services and produce the deliverables described here (the "Deliverables"): [Deliverables].
The following are outside the scope of this Agreement and are not included in the Fee: [Excluded from scope (or "None")]. Any work Client requests that is not described in the Deliverables is a change in scope. Freelancer shall not begin change-in-scope work without Client’s written approval of the additional fee, which, unless otherwise agreed, is charged at the hourly rate in Section 3.
2. Timeline
Freelancer shall begin work on [Start date] or on receipt of the Deposit, whichever is later, and shall use reasonable efforts to deliver the final Deliverables by [Target delivery date] (the "Delivery Date").
The Delivery Date assumes that Client provides the content, materials, access and feedback Freelancer reasonably requests within three (3) business days of each request. Each day of delay by Client extends the Delivery Date by at least one day, and if Client’s delays exceed thirty (30) days in total, Freelancer may reschedule the Project around other commitments and may invoice for work completed to date.
3. Revisions and Additional Work
The Fee includes [Revision rounds included] rounds of revisions to the Deliverables. A "round" is one consolidated set of written comments from Client on a draft. Revisions refine the approved direction; a request to change direction after Client has approved a concept, or to add items not listed in the Deliverables, is a change in scope.
Additional revision rounds and change-in-scope work are billed at [Hourly rate for extra work] per hour, in increments of one quarter hour, and invoiced with the final invoice unless the Parties agree a fixed price in writing beforehand.
4. Fee, Deposit and Payment
Client shall pay Freelancer a fee of [Total project fee] for the Deliverables (the "Fee"). A deposit of [Deposit due before work starts] (the "Deposit") is due on signing and before Freelancer begins work. The Deposit is non-refundable except as stated in Section 9 and is credited against the Fee. The balance of the Fee is due: [Balance due].
Invoices not paid within fifteen (15) days of their due date accrue interest at one percent (1%) per month or the highest rate permitted by law, whichever is less, and Freelancer may suspend work until payment is received. Client shall reimburse pre-approved out-of-pocket expenses, such as stock imagery, fonts, printing or shipping, at cost. The Fee excludes sales or similar taxes, which Client shall pay where applicable.
5. Client Responsibilities
Client shall supply the text, images, brand assets, logins and other materials needed for the Project, shall have the right to use everything it supplies, and shall review drafts and give clear, consolidated feedback through one designated contact. Client is responsible for proofreading and final approval of the Deliverables; once Client approves a Deliverable in writing, Freelancer is not responsible for errors in it that Client could have identified.
6. Intellectual Property
Upon Freelancer’s receipt of the full Fee and any additional amounts due under this Agreement, Freelancer assigns to Client all right, title and interest, including copyright, in the final Deliverables. Until then, Freelancer owns the Deliverables and grants Client a limited licence to review them for the purpose of giving feedback. Client shall not use, publish or distribute any Deliverable before full payment.
The assignment does not include Freelancer’s pre-existing material, tools, templates, source files not expressly listed as Deliverables, or general know-how (the "Freelancer Materials"). To the extent any Freelancer Materials are embedded in a Deliverable, Freelancer grants Client a perpetual, non-exclusive licence to use them as part of that Deliverable. Rejected concepts and unused drafts remain Freelancer’s property. Fonts, stock imagery and third-party assets are licensed under their own terms, which Client is responsible for complying with.
7. Portfolio and Credit
Freelancer [Portfolio use]. Any display shall exclude Client’s confidential information and shall describe the work accurately. Client shall not remove Freelancer’s name from the Deliverables where it is customarily included, but is not required to credit Freelancer publicly.
8. Confidentiality; Independent Contractor
Each Party shall keep confidential any non-public business information the other discloses in connection with the Project, use it only for the Project, and return or delete it on request, for three (3) years after the Project ends. This does not apply to information that is or becomes public through no fault of the receiving Party or that the receiving Party already knew.
Freelancer is an independent contractor, not an employee, partner or agent of Client. Freelancer controls the manner, means, place and hours of the work, supplies its own equipment, may work for others, and is responsible for its own taxes, insurance and benefits. Freelancer may engage assistants at its own expense and remains responsible for their work and for their compliance with this Agreement.
9. Cancellation and Kill Fee
Client may cancel the Project at any time by written notice. On cancellation by Client, Client shall pay Freelancer a kill fee equal to [Kill fee if the client cancels (% of total fee)] percent of the Fee or the value of the work completed to date at the hourly rate in Section 3, whichever is greater, up to the full Fee, plus any expenses incurred. The Deposit is credited against the kill fee. Freelancer shall deliver work completed to date on payment of the kill fee, and Section 6 applies to it as if the kill fee were the Fee.
Freelancer may cancel the Project by written notice if Client fails to pay any amount within fifteen (15) days after notice that it is overdue, fails to respond to requests for materials or feedback for more than thirty (30) days, or asks Freelancer to do anything unlawful. In that case Freelancer keeps the Deposit and may invoice for work completed to date. If Freelancer is unable to complete the Project for reasons within Freelancer’s control, Freelancer shall refund any portion of the Deposit not earned by work completed, and that refund is Client’s sole remedy.
10. Warranties and Limitation of Liability
Freelancer warrants that the Deliverables will be Freelancer’s original work, except for material supplied by Client or licensed third-party assets, and to Freelancer’s knowledge will not infringe any third party’s copyright. Client warrants that materials it supplies do not infringe any third party’s rights and that it has authority to sign this Agreement. Each Party shall indemnify the other against third-party claims arising from a breach of its warranty.
Except for those indemnities, neither Party is liable to the other for lost profits, lost revenue or indirect or consequential damages, and Freelancer’s total liability under this Agreement shall not exceed the Fee actually paid. Freelancer does not guarantee any particular commercial result from the Deliverables.
11. General
This Agreement is governed by the laws of the State of [Governing law (state)]. It is the entire agreement between the Parties about the Project and supersedes all prior proposals, quotes and discussions. It may be amended only in a writing signed by both Parties, which may be by email. If any provision is held unenforceable, the rest remains in effect. Neither Party may assign this Agreement without the other’s written consent, except that Client may assign it to a successor to its business. The prevailing Party in any dispute arising out of this Agreement is entitled to reasonable attorney fees and costs.
This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution. Each person signing represents that they are authorized to bind the Party for whom they sign.
Signatures
Freelancer · Client