Free Freelance Contract Template

FREELANCE SERVICES AGREEMENT This Freelance Services Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), BETWEEN: [Freelancer Name], with a business address at [Freelancer Address] (the "Freelancer"); AND [Client Name], with a business address at [Client Address] (the "Client"). The Freelancer and the Client may be referred to individually as a "Party" and collectively as the "Parties." 1. PROJECT The Freelancer will perform the project titled [Project Name] (the "Project") for the Client. The scope of work, deliverables, and specifications are described as follows: [Project Description and Deliverables]. Work outside this scope requires a written change order signed by both Parties. 2. TERM AND TIMELINE The Project will begin on [Project Start Date] and is targeted for completion by [Project End Date], subject to timely Client feedback and approvals. Milestones and delivery dates may be detailed in Exhibit A. Delays caused by the Client may extend deadlines on a day-for-day basis. 3. COMPENSATION AND PAYMENT (a) Fees. The Client will pay the Freelancer a total fee of [Total Project Fee] for the Project as described in this Agreement. (b) Schedule. Payments will be made according to the following schedule: [Payment Schedule]. (c) Invoices. The Freelancer will invoice the Client as work progresses. Invoices are due within [Invoice Due Days — e.g., fifteen (15)] days of receipt. (d) Late Payment. Overdue amounts may accrue interest at [Late Interest Rate — e.g., 1.5% per month] or the maximum rate permitted by law, whichever is lower. The Freelancer may suspend work after written notice if payment is more than [Suspension Threshold — e.g., ten (10)] days overdue. 4. REVISIONS The Project fee includes [Included Revision Rounds] rounds of revisions per deliverable. A "revision" means minor adjustments within the agreed scope and direction. Additional revisions or material scope changes will be billed at [Additional Revision Rate — e.g., hourly rate] and require Client approval before work continues. 5. CLIENT RESPONSIBILITIES The Client will provide timely access to materials, brand assets, stakeholders, and approvals needed to perform the Project. The Client is responsible for the accuracy of content and instructions it supplies. Failure to provide required inputs may delay delivery without penalty to the Freelancer. 6. CANCELLATION AND KILL FEE If the Client cancels the Project after work has begun, the Client will pay (i) fees for work completed and expenses incurred, and (ii) a kill fee equal to [Kill Fee Percentage] of the remaining unpaid Project fee, unless otherwise agreed in writing. If the Freelancer cancels without Client breach, the Freelancer will deliver completed work and refund any unearned prepaid fees. 7. INTELLECTUAL PROPERTY Upon receipt of full payment, the Freelancer assigns to the Client all right, title, and interest in the final deliverables created specifically for the Project, excluding the Freelancer's pre-existing tools, templates, and general know-how. Until full payment, the Freelancer retains ownership of all work product. The Client receives a limited license to use work-in-progress solely for internal review. 8. PORTFOLIO AND ATTRIBUTION Unless the Client objects in writing for confidential projects, the Freelancer may display non-confidential portions of the work in a portfolio after public launch, with credit as: [Portfolio Credit — e.g., optional / required]. 9. CONFIDENTIALITY Each Party may receive non-public business information from the other. The receiving Party will use such information only to perform under this Agreement, protect it with reasonable care, and not disclose it except to personnel or advisors who need to know and are bound by confidentiality obligations. This section does not restrict information that is public, independently developed, or rightfully received from a third party. 10. WARRANTIES AND DISCLAIMER The Freelancer warrants that deliverables will be original work (or properly licensed) and will substantially conform to the agreed specifications. EXCEPT AS STATED, SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." THE FREELANCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. 11. LIMITATION OF LIABILITY EXCEPT FOR BREACH OF CONFIDENTIALITY OR IP INDEMNITY OBLIGATIONS, NEITHER PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE FEES PAID OR PAYABLE BY THE CLIENT FOR THE PROJECT. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. 12. INDEPENDENT CONTRACTOR The Freelancer is an independent contractor, not an employee, partner, or agent of the Client. The Freelancer is responsible for taxes, insurance, and business expenses. The Freelancer may use subcontractors with Client notice, and remains responsible for their performance. 13. GOVERNING LAW This Agreement is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law principles. Courts in [Governing Law / Jurisdiction] will have exclusive jurisdiction over disputes, after good-faith negotiation for at least [Dispute Negotiation Days — e.g., fifteen (15)] days. 14. GENERAL (a) Entire Agreement. This Agreement and exhibits constitute the entire agreement regarding the Project. (b) Amendments. Changes must be in writing signed by both Parties. (c) Severability. Unenforceable provisions will be modified to the minimum extent needed; the rest remains in effect. (d) Assignment. Neither Party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all assets. (e) Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including electronic signatures, each deemed an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. FREELANCER Name: [Freelancer Name] Signature: _______________________________ Name of Signatory: _______________________ Date: ____________________________________ CLIENT Name: [Client Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________