State of __________ 
	Rev. 133EE8E	
FREELANCE CONTRACT	

This Freelance Contract (this  "Agreement") is made as of this __________, (the “Effective Date”) by and between __________ located at  __________, __________, __________ __________ (“Client”) and __________ located at __________, __________, __________ __________ (“Independent Contractor”). Client and Independent Contractor may each be referred to in this Agreement as a “Party” and collectively as the “Parties.” 

1. Services. Independent Contractor shall provide the following services to Client (the “Services”): __________. In addition, Independent Contractor shall perform such other duties and tasks, or changes to the Services, as may be agreed upon by the Parties.

2. Compensation. Inconsideration for Independent Contractor’s performance of the Services, Client shall pay Independent Contractor  

3. Expenses. All costs and expenses incurred by Independent Contractor in connection with the performance of the Services shall be the sole responsibility of and paid by Independent Contractor.  

4. Term and Termination. Independent Contractor’s engagement with Client under this Agreement shall commence on __________. The Parties agree and acknowledge that this Agreement and Independent Contractor's engagement with Client under this Agreement shall terminate on __________. At the time of termination, Independent Contractor agrees to return all Client property used in performance of the Services, including but not limited to computers, cell phones, keys, reports and other equipment and documents. Independent Contractor shall reimburse Client for any Client property lost or damaged in an amount equal to the market price of such property.

5. Independent Contractor. The Parties agree and acknowledge that Independent Contractor is an independent contractor and is not, for any purpose, an employee of Client.  Independent Contractor does not have any authority to enter into agreements or contracts on behalf of Client, and shall not represent that it possesses any such authority. Independent Contractor shall not be entitled to any of Client’s benefits, including, but not limited to, coverage under medical, dental, retirement or other plans. Client shall not be obligated to pay worker's compensation insurance, unemployment compensation, social security tax, withholding tax or other taxes or withholdings for or on behalf of the Independent Contractor in connection with the performance of the Services under this Agreement. Nothing contained in this Agreement shall be deemed or construed by the Parties to create the relationship of a partnership, a joint venture or any other fiduciary relationship.   

6. Confidentiality. 

a. Confidential and Proprietary Information.  In the course of performing the Services, Independent Contractor will be exposed to confidential and proprietary information of Client. “Confidential Information” shall mean any data or information that is competitively sensitive material and not generally known to the public, including, but not limited to, information relating to development and plans, marketing strategies, finance, operations, systems, proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, data, databases, inventions, know-how, trade secrets, customer lists, customer relationships, customer profiles, supplier lists, supplier relationships, supplier profiles, pricing, sales estimates, business plans and internal performance results relating to the past, present or future business activities, technical information, designs, processes, procedures, formulas or improvements, which Client considers confidential and proprietary. Independent Contractor acknowledges and agrees that the Confidential Information is valuable property of Client, developed over a long period of time at substantial expense and that it is worthy of protection.  

b. Confidentiality Obligations.  Except as otherwise expressly permitted in this Agreement, Independent Contractor shall not disclose or use in any manner, directly or indirectly, any Confidential Information either during the term of this Agreement or at any time thereafter, except as required to perform the Services or with Client’s prior written consent. 

c. Rights in Confidential Information.  All Confidential Information disclosed to Independent Contractor by Client (i) is and shall remain the sole and exclusive property of Client, and (ii) is disclosed or permitted to be acquired by Independent Contractor solely in reliance on Independent Contractor’s agreement to maintain the Confidential Information in confidence and not to use or disclose the Confidential Information to any other person. Except as expressly provided herein, this Agreement does not confer any right, license, ownership or other interest in or title to the Confidential Information to Independent Contractor. 

d. Irreparable Harm.  Independent Contractor acknowledges that use or disclosure of any Confidential Information in a manner inconsistent with this Agreement will give rise to irreparable injury for which damages would not be an adequate remedy.  Accordingly, in addition to any other legal remedies which may be available at law or in equity, Client shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of Confidential Information. Client shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to, damages, both direct and consequential. In any action brought by Client under this Section, Client shall be entitled to recover its attorney’s fees and costs from Independent Contractor.   

7. Ownership of Work Product. The Parties agree that all work product, information or other materials created and developed by Independent Contractor in connection with the performance of the Services under this Agreement and any resulting intellectual property rights (collectively, the “Work Product”) are the sole and exclusive property of Client. The Parties acknowledge that the Work Product shall, to the extent permitted by law, be considered a “work made for hire” within the definition of Section 101 of the Copyright Act of 1976, as amended, (the “Copyright Act”) and that Client is deemed to be the author and is the owner of all copyright and all other rights therein. If the work product is not deemed to be a “work made for hire” under the Copyright Act, then Independent Contractor hereby assigns to Client all of Independent Contractor’s rights, title and interest in and to the Work Product, including but not limited to all copyrights, publishing rights and rights to use, reproduce and otherwise exploit the Work Product in any and all formats, media, or all channels, whether now known or hereafter created.  

8. Insurance.  For the term of this Agreement, Independent Contractor shall obtain and maintain a policy of insurance, with appropriate and adequate coverage and limits, to cover any claims for bodily injury, property damage or other losses which might arise out of any negligent act or omission committed by Independent Contractor or Independent Contractor’s employees or agents, if any, in connection with the performance of the Services under this Agreement.   

9. Non-Compete.  Independent Contractor agrees and covenants that during the term of this Agreement, and for a period of __________ months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, perform or engage in the same or similar activities as were performed for Client for any business that is directly or indirectly in completion with Client.   

10. Non-Solicit. Independent Contractor agrees and covenants that for a period of __________ months following the termination of this Agreement, Independent Contractor will not, directly or indirectly, solicit any officer, director or employee, or any customer, client, supplier or vendor of Client for the purpose of inducing such party to terminate its relationship with Client in favor of Independent Contractor or another business directly or indirectly in competition with Client.   

11. Mutual Representations and Warranties. Both Client and Independent Contractor represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement.  No other consents are necessary to enter into or perform this Agreement.

12. Independent Contractor Representation and Warranties. Independent Contractor represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry. 

13. Indemnification. The Independent Contractor shall indemnify and hold harmless Client from any damages, claims, liabilities, loss and expenses, including reasonable attorney’s fees, arising out of any act or omission of Independent Contractor in performing the Services or the breach of any provision of this Agreement by Independent Contractor.  

14. Governing Law.  The terms of this Agreement and the rights of the Parties hereto shall be governed exclusively by the laws of the State of __________, without regarding its conflicts of law provisions. 

15. Disputes. Any dispute arising from this Agreement shall be resolved through mediation. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association.  

16. Binding Effect.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  

17. Assignment. The interests of Independent Contractor are personal to Independent Contractor and cannot be assigned, transferred or sold without the prior written consent of Client.

18. Entire Agreement.  This Agreement constitutes the entire agreement between the Parties hereto with respect the subject matter hereof, and supersedes all prior negotiations, understandings and agreements of the Parties. 

19. Amendments. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by both of the Parties. 

20. Notices.  Any notice or other communication given or made to either Party under this Agreement shall be in writing and delivered by hand, sent by overnight courier service or sent by certified or registered mail, return receipt requested, to the address stated above or to another address as that Party may subsequently designate by notice, and shall be deemed given on the date of delivery. 

21. Waiver.  Neither Party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by either Party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.

22. Further Assurances.  At the request of one Party, the other Party shall execute and deliver such other documents and take such other actions as may be reasonably necessary to effect the terms of this Agreement.

23. Severability.  If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable parts had not been included in this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date first written above.

		 __________ 	
Client Signature		Client Full Name	

		 __________ 	
Independent Contractor Signature		Independent Contractor Full Name	

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GENERAL INSTRUCTIONS

A Freelance Contract is often used when an individual or business is hired to complete a specific project or task on a short term basis. In contrast, an employee needed to help with general business matters and on a more permanent basis.

A Freelance Contract generally addresses the following basics: 
 - Who is being hired and by whom
 - What kind of services will be provided
 - When the relationship will begin and end
 - Why the independent contractor is not an employee for legal or practical purposes
 - How the independent contractor will be paid

WHAT IS A FREELANCE CONTRACT?

A Freelance Contract is a written contract between two parties for a specific service or project. One person or company is hiring another to help on a short term task. Unlike an employment agreement, a Freelance Contract clearly spells out why the party being hired is not an employee for legal and tax purposes.

A simple Freelance Contract usually addresses the following basic elements: 
 
- Hiring Client: person or entity in need of special services
- Independent Contractor: person or entity hired for a project or task Services: specific description of task to be performed or work product to be delivered
- Compensation: how much and often the independent contractor will be paid
- Effective Date: when the Agreement begins and the job starts
- Termination: whether the hiring client can end the relationship at any time (i.e. “at will” contract) and how many days written notice is needed beforehand
- Fringe Benefits: the independent contractor cannot participate in any of the hiring client’s employee pension, health, vacation pay, sick pay, or unemployment benefits		- Assistants: the independent contractor can hire their own assistants but will be responsible for their assistants’ expenses like Social Security taxes and Medicare

WHEN IS IT NEEDED

You need a Freelance Contract whenever you hire a person or business to perform a specific task with a clear start and end date. As the name suggests, an independent contractor has more control or autonomy over how to complete a project. Further, an independent contractor often has a unique set of skills or owns equipment needed for the assigned project or task.

Without a freelance contract, the hiring client risks being treated as an employer in the eyes of the law and the IRS. Instead, a freelance contract explicitly establishes that the person or entity is not an employee.

Here are some of the possible consequences that could be prevented: 

Financially Responsible for:
  - overtime pay 
  - unemployment benefits 
  - Medicare and Social Security taxes 
  - penalties for not having the proper work or business permits or licenses

Legally Responsible for:
   - work injuries suffered on the job 
   - any damages caused while performing the task 
   - defending lawsuits about unlawful discrimination

OTHER NAMES

As a reference, a Freelance Contract is called by other names: 
- Client/Service Freelancer Agreement 
- Company Contractor Agreement 
- Contract with Independent Contractor 
- Contractor Agreement 
- Contract Labor Form 
- Freelancer Agreement 
- Freelancer Contractor Agreement 
- Independent Contractor Agreement
- Independent Consultant Agreement