This is an agreement entered into between a freelancer and a company for the
freelancer's services. The freelancer agrees to provide services related to and in
support of their expertise for the benefit of the company. Additionally, the agreement
provides that the freelancer will be employed as an independent contractor. This
document should be used by small businesses or freelancers to enter into an
agreement for services on an independent contractor basis.
THIS FREELANCER AGREEMENT (the “Agreement”) dated the ______ day
of _______________, 20______, between _______________________ (hereinafter referred to
as the “Freelancer”) and _______________________ (hereinafter referred to as the “Company”).
IN CONSIDERATION of the premises and of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. PARTIES: Whereas the Freelancer is engaged in the business of _____________________
(the “Services”) [Comment: set forth briefly the services that will be provided by
Freelancer] and the Company wishes to obtain the services of the Freelancer for the purposes of
___________________________. [Comment: set forth in purpose for obtaining the services]
A. The Freelancer and the Company hereby acknowledge and agree that the term of the
Agreement shall commence on the date this Agreement is executed by each of the
Freelancer and the Company and shall continue for a period of _____________, and
terminate on the _____ day of ______________, 20_______.
[Comment: instead of setting a specific date here, user may end the term upon the
completion of a specific task or event]
B. The Freelancer and the Company hereby acknowledge and agree that should either party
violate any terms or conditions of this Agreement, then the other party (the “Non-
Breaching Party”) shall have the right to terminate this Agreement immediately upon
written notice by the Non-breaching Party. This Agreement may be terminated by the
Non-breaching Party by providing ________  days written notice to the other party.
A. The Freelancer hereby acknowledges and agrees to provide the following Services to the
[Comment: set forth in detail the services that will be provided by Freelancer]
B. The Freelancer and the Company hereby acknowledge and agree that the Freelancer may
perform the Services for the Company in any manner or means the Freelancer deems fit.
The Freelancer shall submit all work relating to the Services to be performed to the
Company on the deadlines provided by the Company to the Freelancer, or upon such
other dates and times as the parties hereto may agree in writing.
4. REPRESENTATIONS AND WARRANTIES: The Freelancer hereby represents and
warrants to the Company, that any Services provided to the Company by the Freelancer shall be
the Freelancer’s own original work, and will not infringe on the rights of any other party and has
not been obtained by unlawful means. The Services provided by the Freelancer to the Company
will not violate any copyright or other intellectual property rights of any third party.
A. The Company hereby acknowledges and agrees to pay to the Freelancer the sum of
__________________ dollars ($_________) for Services performed.
B. The Freelancer and the Company hereby acknowledge and agree that the Freelancer
will not be paid hourly by the Company, but shall be paid the sum as set out in
section 5A hereof, upon the completion of the Services to the Company.
[Comment: user may instead insert an hourly rate for the Freelancer. Make sure to
specifically set forth the rate and how the work will be tracked]
C. The Freelancer and the Company hereby acknowledge and agree that the Company
shall pay the agreed upon sum to the Freelancer within ________ (___) days of the
completion of the Services by way of certified check, money order, bank draft, wire
transfer or direct deposit, or by such other means as the parties hereto may agree in
D. Any and all amounts which remain unpaid to the Freelancer for a period of over
________ (____) days by the Company shall bear interest in the amount of _____
percent (___%) per month.
E. The Company hereby acknowledges and agrees that, should the Freelancer have to
take any necessary steps to enforce collection of any and all sums due and owing to
the Freelancer under this Agreement, the Company shall be responsible for the
payment of the Freelancer’s reasonable out-of-pocket expenses to collect such sums
due and owing to the Freelancer.
6. TAXES: The Freelancer and the Company hereby acknowledge and agree that the Freelancer,
in his/her capacity as an independent contractor, shall be solely responsible for the collecting,
reporting and remitting of any taxes due and owing to any relevant governmental authority,
including but not limited to income tax and unemployment taxes.
7. INTELLECTUAL PROPERTY
A. The Freelancer hereby acknowledges and agrees that all Services performed for or on
behalf of the Company under this Agreement shall be considered works for hire, and
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further, to the extent any intellectual property rights do not pass pursuant to the works for
B. The Freelance hereby acknowledges and agrees to assign over to the Company all rights to
the Services performed for or on behalf of the Company, including but not limited to, the
rights to reuse, republish, edit or revise any of the Services in any manner whatsoever as
the Company sees fit.
8. CONFIDENTIALITY: Freelancer and the Company hereby agree not to disclose any
information contained herein to any third party or use any confidential information disclosed to it
or him/her, except as expressly permitted under this Agreement and that the Freelancer and the
Company will take all reasonable measures and actions to maintain the confidential information
in its or his/her possession or control.
9. EQUITABLE RELIEF: The Freelancer and the Company hereby recognize and agree that in
the event of a breach of this Agreement by either or both of the Freelancer or the Company,
consequently the Company, would suffer immediate and irreparable harm and damage as a result
of such breach, and that remedies at law for such breach would be inadequate. Accordingly, the
Freelancer and the Company agree that in the event of a breach of this Agreement by either or
both of the Freelancer or the Company or any of their respective affiliates, the Company, in
addition to such other remedies as may be available, at law or in equity, or as provided in this
Agreement, shall be entitled to injunctive relief (both temporary and permanent) and to enforce
such rights by an action for specific performance. The Freelancer agrees to pay to the Company
all profits of any type received by him/her or his/her respective affiliates in connection with the
activities found to be in violation of this Agreement.
10. GENERAL PROVISIONS
A. The Freelancer and the Company hereby acknowledge and agree that the relationship
created by this Agreement is one of an independent contractor. At no time or times, shall
the Freelancer be treated as an employee of the Company for any purpose whatsoever.
B. The Freelancer hereby acknowledges and agrees that throughout the term of this
Agreement, the Freelancer shall not and will not be involved in any illegal conduct or
activity that may harm the Company’s reputation.
C. The Freelancer hereby agrees to perform all of his/her obligations contained herein under
this Agreement to the best of his/her abilities and in accordance with reasonable direction
from the Company.
D. This Agreement shall inure to the benefit of, and be binding on each of the Freelancer
and the Company, and their respective successors and permitted assigns. The Freelancer
and the Company may not assign or transfer all or any part of their respective rights or
obligations under this Agreement without the prior written consent of the other.
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E. This Agreement together with all other agreements or documents executed by the
Freelancer and the Company as may be contemplated by this Agreement, constitutes the
entire agreement between the Freelancer and the Company pertaining to the subject
matter of this Agreement and such other agreements and documents and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or written
including, without limitation, any confidentiality agreements which may have been
entered into between the Freelancer and the Company prior to the date hereof. There are
no conditions, warranties, representations or other agreements between the Freelancer
and the Company in connection with the subject matter of this Agreement (whether oral
or written, express or implied, statutory or otherwise) except as specifically set out in this
Agreement or in such other agreements and documents.
F. Any provision of this Agreement which, as it may relate to the Freelancer or the
Company, is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction,
be ineffective to the extent of such prohibition or unenforceability and shall be severed
from the balance of this Agreement, all without affecting the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other
G. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall be deemed to constitute
one and the same instrument. Counterparts may be executed either in original or faxed
form and the parties adopt any signatures received by a receiving fax machine as original
signatures of the parties; provided, however, that any party providing its signature in such
manner shall promptly forward to the other party an original of the signed copy of this
Agreement which was so faxed.
H. This Agreement shall be governed by and construed in accordance with the laws of the
Province/State of ________________.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first written above.
SIGNED, SEALED AND DELIVERED )
in the presence of: )
Witness ) (Freelancer’s Name)
I have authority to bind the Company.
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