This is an agreement entered into between a freelance contractor with expertise in a
particular field and a company for contractor's services. The contractor agrees to
provide services related to and in support of their expertise for the benefit of the
company. Additionally, this agreement provides that the contractor will be employed as
an independent contractor. It contains numerous standard provisions as well as
opportunities for customization to address the specific needs of the parties. This
agreement should be used by small businesses or freelancer contractors to enter into
an agreement for services on an independent contractor basis.
Freelance [EXPERTISE] Agreement
This Freelance Agreement (the “Agreement”) is made and entered into as of DATE by and
among Company Name, (the “Company”), and FREELANCER’S NAME (the “Freelance
WHEREAS, the Freelance Contractor is a [Expertise]; and
WHEREAS, the Company desires to retain the Freelance Contractor to provide services related
to and in support of efforts in which the Freelance Contractor has expertise; and
WHEREAS, the Freelance Contractor is in the business of providing such consulting services
and has agreed to provide the services in accordance with the terms and conditions set forth in
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
1. The Freelance Contractor shall furnish the Company with his best advice, information,
judgment and knowledge with respect to the services related to and in support of efforts
in which the Freelance Contractor has expertise which is to be provided in accordance
with this Agreement. Specifically, the Freelance Contractor shall design something
2. The Freelance Contractor will:
a) [ENTER DELIVERABLE]
b) [ENTER DELIVERABLE]
c) [ENTER DELIVERABLE]
3. The term of this Agreement shall begin on DATE and shall, subject to the provisions for
termination set forth herein, continue until and terminate at 11:59 p.m. on [DATE].
4. For all services that the Freelance Contractor renders to the Company or any of its
subsidiaries or affiliates during the term hereof, the Company will pay the Freelance
Contractor a retainer of [RETAINER AMOUNT] per week, payable on the first day of
the week. If this Agreement terminates on a date other than the first of a week, a prorated
share of the minimum fee will be due for the final week. The Freelance Contractor
agrees that during the term he/she will devote up to [NUMBER OF DAYS] per week to
his/her Duties. For the purposes of this Agreement, a day shall be deemed to be
[NUMBER OF HOURS]. The Company will periodically provide the Freelance
Contractor with a schedule of the requested hours, responsibilities and deliverables for
the applicable period of time. The duties will be scheduled on an as-needed basis. Late
payments by Company shall be subject to late penalty fees of [NUMBER] Percent (%)
per month from the due date until the amount is paid.
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5. The parties hereto agree this Agreement is for services within [COUNTY, STATE]. Any
material to be created by the Freelance Contractor or services to be performed by the
Freelance Contractor on Company’s behalf for any area outside the foregoing shall be
pursuant to a separate agreement, or a modification or amendment of this Agreement.
6. The Freelance Contractor shall make reasonable efforts to inform Company of changes in
human resources law or regulation or tax law or regulation applicable to the working
relationship between the Company and the Freelance Contractor, and shall notify
Company in the event any of the terms of this Agreement must be changed, modified or
otherwise altered to accommodate such changes. The Freelance Contractor shall not be
required to knowingly perform any services hereunder which are or become illegal during
the term of this Agreement. Any such failure to perform such illegal services by the
Freelance Contractor shall not be considered a breach or default hereunder and shall not
give rise to a right of termination for cause by Company.
7. Except as required in the performance of its obligations under this Agreement or with the
prior written authorization of the Company, the Freelance Contractor (including for
purposes hereof, its employees, agents, representatives, consultants and contractors) shall
not directly or indirectly use, disclose, disseminate or otherwise reveal any confidential
information, including but not limited to information regarding Company personnel, and
shall maintain confidential information in confidence for a period of five (5) years from
the date of termination or expiration of this Agreement, for whatever reason. Upon
termination or expiration of this Agreement for any reason whatsoever, Company and the
Freelance Contractor shall leave with or return to the other all documents, records,
notebooks, computer files, and similar repositories or materials containing confidential
information of the other party and such other party's affiliates, including any and all
8. All original works of authorship resulting from the Freelance Contractor’s performance
of his duties hereunder are deemed to be "works made for hire" under the copyright laws
of the United States, and will be and will remain the sole and exclusive property of the
Company. The Freelance Contractor, at the Company's request and sole expense, will
assign to the Company in perpetuity all proprietary rights that he may have in such works
of authorship. Such assignment shall be done by documents as prepared by the
Company. Should the Company elect to register claims of copyright to any such works
of authorship, Freelance Contractor will, at the expense of the Company, do such things,
sign such documents and provide such reasonable cooperation as is necessary for the
Company to register such claims, and obtain, protect, defend and enforce such
proprietary rights. The Freelance Contractor shall have no right to use any trademarks or
proprietary marks of the Company without the express, prior written consent of the
Company regarding each use, except as otherwise set forth herein.
9. In the event the Freelance Contractor shall violate the confidentiality or intellectual
property provisions of this Agreement, it is agreed that damages at law will be an
insufficient remedy and the Company shall be entitled to equitable relief including but
not limited to injunction, monetary damages, punitive damages, and specific liquidated
damages in the amount of [DOLLAR AMOUNT] for disclosure of such information
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and/or for unauthorized use of such information. In addition, other remedies or rights
available to the Company and no bond or security will be required in connection with
such equitable relief.
10. In the event of a breach hereunder and a failure to cure such breach within thirty (30)
days of written notice of such breach, this Agreement may be terminated by the non-
breaching party upon written notice.
11. The provisions of this Agreement are severable, and if any one or more provisions may
be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining
provisions, and any partially enforceable provision to the extent enforceable in any
jurisdiction, shall nevertheless be binding and enforceable.
12. The rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Company. The
rights, obligations and duties of the Freelance Contractor hereunder may not be assigned
or delegated without the Company's prior written consent except that the Freelance
Contractor may assign its interest to a company formed by the Freelance Contractor for
the purpose of providing such services.
13. The Company and the Freelance Contractor are independent contractors. Both parties
acknowledge and agree that the Freelance Contractor's engagement hereunder is not
exclusive and that either party may provide to, or retain from others similar services to
those provided hereunder by the Freelance Contractor, provided that it does so in a
manner that does not otherwise breach this Agreement. Neither party is, nor shall claim
to be, a legal agent, representative, partner or employee of the other, and neither shall
have the right or authority to contract in the name of the other nor shall it assume or
create any obligations, debts, accounts or liabilities for the other.
14. The Freelance Contractor represents and warrants to the Company that he/she is under no
contractual or other restrictions or obligations which are inconsistent with the execution
of this Agreement, or which will interfere with the performance of his/her duties or
provision of services hereunder. The Freelance Contractor represents and warrants that
the execution and performance of this Agreement will not violate any policies or
procedures of any other person or entity for which he/she performs services concurrently
with those performed herein.
15. In performing the services, the Freelance Contractor shall comply, to the best of his/her
knowledge, with all business conduct, regulatory and health and safety guidelines
established by the Company for any governmental authority with respect to the
16. Pursuant to this Agreement, the Freelance Contractor shall have no right to receive any
Company employee benefits including, but not limited to, health and accident insurance,
life insurance, sick leave and/or vacation.
17. The Freelance Contractor acknowledges and agrees that it shall be solely responsible to
pay any and all incomes taxes on any moneys earned from Company while performing
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services contemplated under this Agreement. The Freelance Contractor further
acknowledges that the Company will not at any time withhold any taxes from the
Company’s payments to the Freelance Contractor under this Agreement for the purposes
of income tax or any other applicable taxes.
18. Any notices or other communications required or permitted under this Agreement shall
be in writing and shall be deemed to have been duly given and delivered when delivered
in person, two (2) days after being mailed postage prepaid by certified or registered mail
with return receipt requested, or when delivered by overnight delivery service or by
facsimile to the recipient at the following address or facsimile number, or to such other
address or facsimile number as to which the other party subsequently shall have been
notified in writing by such recipient:
If to the Company:
Company Street Name
City, STATE Zip Code
If to the Freelance Contractor:
City, STATE Zip Code
19. Either party's failure to enforce any provision or provisions of this Agreement shall not in
any way be construed as a waiver of any such provision or provisions as to prior or future
violations thereof or of any other provision of this Agreement, nor prevent that party
thereafter from enforcing each and every other provision of this Agreement. The rights
granted the parties herein are cumulative and the waiver by a party of any single remedy
shall not constitute a waiver of such party's right to assert all other legal remedies
available to him or it under the circumstances.
20. This Agreement will be governed by and interpreted in accordance with the substantive
laws of the State of [STATE] without reference to conflicts of law.
21. The various captions and section headings contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend the scope or intent of
any of the provisions of this Agreement.
22. The pronouns used herein shall include, where appropriate, either gender or both,
singular and plural.
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23. The terms of this Agreement are confidential and no press release or other written or oral
disclosure of any nature regarding the terms of this Agreement shall be made by either
party without the other party’s prior written approval; however, approval for such
disclosure shall be deemed given to the extent such disclosure is required to comply with
governmental rules or a valid court order.
24. With respect to its subject matter, this Agreement constitutes the entire understanding of
the parties superseding all prior agreements, understandings, negotiations and discussions
between them whether written or oral, and there are no other understandings,
representations, warranties or commitments with respect thereto.
25. This Agreement may be signed in one or more counterparts, each of which when
exchanged will be deemed to be an original, binding upon the parties as if a single
document had been signed by all, and all of which when taken together will constitute the
same agreement. Any true and correct copy of this Agreement made by customary,
reliable means (e.g., photocopy or facsimile) shall be treated as an original.
26. No modification to this Agreement, nor any waiver of any rights, will be effective unless
assented to in writing by the party to be charged.
27. The person(s) executing this Agreement hereby represent and warrant that each
respectively has the authority to execute this Agreement on behalf of the party for which
he is executing.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date
first written above.
FREELANCER’S NAME, Freelance Contractor
Signature of Company Name’s Authorized Representative
Printed name of Company Name’s Authorized Representative
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By signing above on behalf of Company Name, I swear under penalty of perjury that I have the
authority to bind Company Name to the terms of this Agreement as stated herein.
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