Freelance Contract

Prepared for:

[Client.Company]

Created by:

[Sender.FirstName] [Sender.LastName]
[Sender.Company]
This Freelance Contract (this “Contract” or this “Freelance Contract”), is entered into and made effective as
of [Date] (the “Effective Date”), by and between [Client.Company] , with an office located
at [Client.Address] (“Customer”), and [Sender.Company] , with an office located at [Sender.Address]
(“Freelancer”).

WHEREAS:
1. Customer has a need for [Description of freelance services] ; and
2. Freelancer has an interest in performing such services for Customer; and
3. The parties wish to set forth the terms and conditions upon which such services will be provided to
Customer;

NOW THEREFORE, in consideration of the foregoing, and the mutual promises herein contained, the
parties hereby agree as follows:

Description of Services

Type your text here...

Deliverables

Type your text here...

Project Schedule

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Pricing and Rates

Type your text here...

Payment Terms and Schedule

Type your text here...

This Freelance Contract is governed by the terms and conditions provided here and in Attachment A,
attached hereto.

IN WITNESS WHEREOF, by their respective signatures below, the parties have caused the Contract,
inclusive of Attachment A, to be duly executed and effective as of the Effective Date.

[Sender.Company] [Client.Company]

[Sender.FirstName] [Sender.LastName] [Client.FirstName] [Client.LastName]

1. Intellectual Property Rights

1. Retained Rights. Each party will retain all right, title, and interest in and to its own Pre‐Existing
Intellectual Property irrespective of any disclosure of such Pre‐Existing Intellectual Property to the other
party, subject to any licenses granted herein.

2. Pre‐Existing Intellectual Property. Freelancer will not use any Freelancer or third party Pre‐Existing
Intellectual Property in connection with this Contract unless Freelancer has the right to use it for
Customer’s benefit. If Freelancer is not the owner of such Pre‐Existing Intellectual Property, Freelancer
will obtain from the owner any rights as are necessary to enable Freelancer to comply with this Contract.

Freelancer grants Customer a non‐exclusive, royalty‐free, worldwide, perpetual and irrevocable license
in Freelancer and third party Pre‐Existing Intellectual Property, to the extent such Pre‐Existing
Intellectual Property is incorporated into any Deliverable, with the license including the right to make,
have made, sell, use, reproduce, modify, adapt, display, distribute, make other versions of and disclose
the property and to sublicense others to do these things.

Freelancer will not incorporate any materials from a third party, including Open Source or freeware, into
any Deliverable unless (i) Freelancer clearly identifies the specific elements of the Deliverable to contain
third party materials, (ii) Freelancer identifies the corresponding third party licenses and any restrictions
on use thereof, and (ii) approval is given by Customer in writing. Freelancer represents, warrants and
covenants that Freelancer has complied and shall continue to comply with all third party licenses
(including all open source licenses) associated with any software components that will be included in the
Deliverables or any other materials supplied by Freelancer. Freelancer shall indemnify Customer against
any losses and liability incurred by Customer due to failure of Freelancer to meet any of the requirements
in any of the third party licenses.

3. Ownership of Deliverables. Subject to Freelancer and third party rights in Pre‐Existing Intellectual
Property, all Deliverables, whether complete or in progress, and all Intellectual Property Rights related
thereto shall belong to Customer, and Freelancer hereby assigns such rights to Customer. Freelancer
agrees that Customer will own all patents, inventor’s certificates, utility models or other rights, copyrights
or trade secrets covering the Deliverables and will have full rights to use the Deliverables without claim
on the part of Freelancer for additional compensation and without challenge, opposition or interference by
Freelancer and Freelancer will, and will cause each of its Personnel to, waive their respective moral
rights therein. Freelancer will sign any necessary documents and will otherwise assist Customer in
 securing, maintaining and defending copyrights or other rights to protect the Deliverables in any country.

4. No Rights to Customer Intellectual Property. Except for the limited license to use materials provided
by Customer as may be necessary in order for Freelancer to perform Services under this Contract,
Freelancer is granted no right, title, or interest in any Customer Intellectual Property.

2. Confidentiality

1. Confidential Information. For purposes of this Contract, "Confidential Information" shall mean
information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing
Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access,
through or as a result of this Contract (including information conceived, originated, discovered or
developed in whole or in part by Freelancer hereunder). Confidential Information does not include: a)
information that is or becomes publicly known without restriction and without breach of this Contract or
that is generally employed by the trade at or after the time the Receiving Party first learns of such
information; b) generic information or knowledge which the Receiving Party would have learned in the
course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully
receives from a third party without restriction on disclosure and without breach of a nondisclosure
obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the
Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e)
information the Receiving Party develops independent of any information originating from the Disclosing
Party.

2. Customer Confidential Information. The following constitute Confidential Information of Customer and
should not be disclosed to third parties: the Deliverables, discoveries, ideas, concepts, software in
various states of development, designs, drawings, specifications, techniques, models, data, source code,
source files and documentation, object code, documentation, diagrams, flow charts, research,
development, processes, procedures, "know-how", marketing techniques and materials, marketing and
development plans, customer names and other information related to customers, price lists, pricing
policies and financial information, this Contract and the existence of this Contract, and any work
assignments authorized or issued under this Contract. Freelancer will not use Customer’s name,
likeness, or logo (Customer’s “Identity”), without Customer’s prior written consent, to include use or
reference to Customer’s Identity, directly or indirectly, in conjunction with any other clients or potential
clients, any client lists, advertisements, news releases or releases to any professional or trade
publications.

3. Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and
except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the
Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity.
Upon termination, or at any time upon the request of the Disclosing Party, the Receiving Party shall
return to the Disclosing Party all Confidential Information, including all notes, data, reference materials,
 sketches, drawings, memorandums, documentations and records which in any way incorporate
Confidential Information.

4. Right to Disclose. With respect to any information, knowledge, or data disclosed to Customer by the
Freelancer, the Freelancer warrants that the Freelancer has full and unrestricted right to disclose the
same without incurring legal liability to others, and that Customer shall have full and unrestricted right to
use and publish the same as it may see fit. Any restrictions on Customer’s use of any information,
knowledge, or data disclosed by Freelancer must be made known to Customer as soon as practicable
and in any event agreed upon before the start of any work.

3. Conflict of Interest

1. Freelancer represents that its execution and performance of this Contract does not conflict with or breach
any contractual, fiduciary or other duty or obligation to which Freelancer is bound. Freelancer shall not
accept any work from Customer or work from any other business organizations or entities which would
create an actual or potential conflict of interest for the Freelancer or which is detrimental to Customer’s
business interests.

4. Termination

Rights to Terminate

a. Customer may terminate this Contract and/or an individual project for its convenience, without liability at
any time, upon prior written notice to Freelancer.

b. Freelancer may terminate this Contract upon thirty days prior written notice provided there are no open
projects at the time notice is given.

c. Customer may terminate this Contract and/or any open projects immediately for cause if the Freelancer
fails to perform any of its obligations under this Contract or if Freelancer breaches any of the warranties
provided herein and fails to correct such failure or breach to Customer’s reasonable satisfaction within
ten (10) calendar days (unless extended by Customer) following notice by Customer. Customer shall be
entitled to seek and obtain all remedies available to it in law or in equity.

1. Upon termination of any project or work given Freelancer hereunder, Freelancer will immediately provide
Customer with any and all work in progress or completed prior to the termination date. As Customer’s
sole obligation to Freelancer resulting from such termination, Customer will pay Freelancer an equitable
amount as determined by Customer for the partially completed work in progress and the agreed to price
for the completed Services and/or Deliverables provided and accepted prior to the date of termination.
2. Upon termination or expiration of this Contract or a project performed by Freelancer hereunder,
whichever occurs first, Freelancer shall promptly return to Customer all materials and or tools provided by
Customer under this Contract and all Confidential Information provided by Customer to Freelancer.

3. Any provision or clause in this Contract that, by its language or context, implies its survival shall survive
any termination or expiration of this Contract.

5. Warranties

Freelancer warrants that:

1. the Services and Deliverables are original and do not infringe upon any third party’s patents, trademarks,
trade secrets, copyrights or other proprietary rights,

2. it will perform the Services hereunder in a professional and workmanlike manner,

3. the Deliverables Freelancer provides to Customer are new, of acceptable quality free from defects in
material and workmanship and will meet the requirements and conform with any specifications agreed
between the parties,

4. it has all necessary permits and is authorized to do business in all jurisdictions where Services are to be
performed,

5. it will comply with all applicable federal and other jurisdictional laws in performing the Services,

6. it has all rights to enter into this Contract and there are no impediments to Freelancer’s execution of this
Contract or Freelancer’s performance of Services hereunder.

6. Limitation of Liability

1. EXCEPT AS SET FORTH IN THIS SECTION BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES NOR FOR LOSS OF
DATA, PROFITS OR REVENUE, COST OF CAPITAL OR DOWNTIME COSTS, NOR FOR ANY
EXEMPLARY OR PUNITIVE DAMAGES, ARISING FROM ANY CLAIM OR ACTION, INCIDENTAL OR
COLLATERAL TO, OR DIRECTLY OR INDIRECTLY RELATED TO OR IN ANY WAY CONNECTED
WITH, THE SUBJECT MATTER OF THE AGREEMENT, WHETHER SUCH DAMAGES ARE BASED ON
CONTRACT, TORT, STATUTE, IMPLIED DUTIES OR OBLIGATIONS, OR OTHER LEGAL THEORY,
EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
2. NOTWITHSTANDING THE FOREGOING, ANY PURPORTED LIMITATION OR WAIVER OF LIABILITY
SHALL NOT APPLY TO CONTRACTOR’S OBLIGATION UNDER THE INDEMNIFICATION OR
 CONFIDENTIAL INFORMATION SECTIONS OF THIS AGREEMENT OR EITHER PARTY’S LIABILITY
TO THE OTHER FOR PERSONAL INJURY, DEATH OR PHYSICAL DAMAGE TO PROPERTY CLAIMS.

7. Inspection and Acceptance

1. Non-Conforming Services and Deliverables. If any of the Services performed or Deliverables delivered
do not conform to specified requirements, Customer may require the Freelancer to perform the Services
again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with
the requirements, at Freelancer’s sole cost and expense. When the defects in Services and/or
Deliverables cannot be corrected by re-performance, Customer may: (a) require Freelancer to take
necessary action, at Freelancer’s own cost and expense, to ensure that future performance conforms to
the requirements and/or (b) reduce any price payable under the applicable project to reflect the reduced
value of the Services performed and/or Deliverables delivered by Freelancer and accepted by Customer.

2. If Freelancer fails to promptly conform the Services and/or Deliverables to defined requirements or
specifications, or take action deemed by Customer to be sufficient to ensure future performance of the
project in full conformity with such requirements, Customer may (a) by contract or otherwise, perform the
services or subcontract to another Freelancer to perform the Services and reduce any price payable by
an amount that is equitable under the circumstances and charge the difference in re-procurement costs
back to Freelancer and/or (b) terminate the project and/or this Contract for default.

8. Insurance

1. Freelancer shall maintain adequate insurance coverage and minimum coverage limits for its business as
required by any applicable law or regulation, including Workers’ Compensation insurance as required by
any applicable law or regulation, or otherwise as determined by Freelancer in its reasonable discretion.
Freelancer’s lack of insurance coverage shall limit any liability Freelancer may have under this Contract.

9. Miscellaneous

1. Assignment. Freelancer shall not assign any rights of this Contract or any other written instrument
related to Services and/or Deliverables provided under this Contract, and no assignment shall be binding
without the prior written consent of Customer. Subject to the foregoing, this Contract will be binding upon
the Parties’ heirs, executors, successors and assigns.

2. Governing Law. The Parties shall make a good-faith effort to amicably settle by mutual agreement any
dispute that may arise between them under this Contract. The foregoing requirement will not preclude
either Party from seeking injunctive relief as it deems necessary to protect its own interests. This
Contract will be construed and enforced in accordance with the laws of the State of [State] , excluding its
 choice of law rules.

3. Severability. The Parties recognize the uncertainty of the law with respect to certain provisions of this
Contract and expressly stipulate that this Contract will be construed in a manner that renders its
provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that
any provisions of this Contract are determined by a court of competent jurisdiction to be invalid or
unenforceable, such provisions will be deleted from this Contract or modified so as to make them
enforceable and the validity and enforceability of the remainder of such provisions and of this Contract
will be unaffected.

4. Independent Contractor. Nothing contained in this Contract shall create an employer and employee
relationship, a master and servant relationship, or a principal and agent relationship between Freelancer
and Customer. Customer and Freelancer agree that Freelancer is, and at all times during this Contract
shall remain, an independent contractor.

5. Force Majeure. Neither Party shall be liable for any failure to perform under this Contract when such
failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state
or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes,
accident, and prolonged shortage of energy. In the event of such delay the date of delivery or time for
completion will be extended by a period of time reasonably necessary by both Freelancer and Customer.
If the delay remains in effect for a period in excess of thirty days, Customer may terminate this Contract
immediately upon written notice to Freelancer