Freelance Services Agreement
1. Parties and Services
This services agreement is made between ______________ (the Client) and ______________ (the Contractor), each a Party. The Contractor will provide the following services and deliverables: ______________ (the Services), on the following schedule: ______________. Any change to the Services, the schedule or the price must be agreed in writing by both Parties (e-mail is enough) before the corresponding work is done.
2. Fees and payment
The Client will pay ______________. The price includes ______________; further revisions and any work outside the Services are quoted and agreed in advance. Invoices are payable ______________. Late payments bear the interest and recovery costs provided by applicable law, and if an invoice remains unpaid 15 days after a written reminder, the Contractor may suspend the Services until it is paid, with the schedule extended accordingly. Expenses are reimbursed only if the Client approved them in writing beforehand.
3. Independent contractor and cooperation
The Contractor is an independent business, not an employee, partner or agent of the Client. The Contractor decides how, when and where to perform the Services, uses its own equipment, may work for other clients, and is responsible for its own taxes, social contributions, insurance and registrations. The Client will provide on time the information, materials, access and feedback the Contractor reasonably needs; delays in that input extend the schedule accordingly. The Contractor may subcontract only with the Client's prior written consent and remains responsible for subcontracted work.
4. Intellectual property
Once the Client has paid in full for a deliverable, the Contractor assigns to the Client the economic rights in that final deliverable, for the uses described in the Services or, if none are described, for the Client's business use, worldwide, for the full legal duration of the rights, to the extent permitted by applicable law. Until full payment, the Client may use deliverables only to review them. The Contractor keeps its pre-existing materials, tools and know-how, and grants the Client a non-exclusive, perpetual license to use those incorporated in the deliverables. Third-party materials (such as fonts, stock images or open-source code) remain under their own licenses. Unless the Client objects in writing, the Contractor may show the published work in its portfolio.
5. Confidentiality and personal data
Each Party will keep confidential the non-public information it receives from the other in connection with this agreement and use it only to perform the agreement, during the agreement and for 3 years after its end, except where disclosure is required by law. Each Party will comply with applicable data protection law for any personal data it handles under this agreement.
6. Warranties and liability
The Contractor will perform the Services with reasonable skill and care and, to its knowledge, the deliverables (excluding materials supplied by the Client) will not infringe the rights of third parties. The Client confirms it holds the rights needed for the materials it supplies. To the extent permitted by law, neither Party is liable for indirect losses or lost profits, and each Party's total liability under this agreement is limited to the total fees paid or payable under it. These limits do not apply to fraud, wilful misconduct, gross negligence, personal injury or any liability that cannot be limited by law.
7. Term and termination
This agreement starts on the date of the last signature and ends when the Services are completed and paid. Either Party may terminate it by giving ______________ written notice, or immediately by written notice if the other Party materially breaches it and does not remedy the breach within 15 days of a written request. On termination, the Client pays for the work performed up to the termination date and any approved costs that cannot be cancelled, and the Contractor delivers the work so paid for. Sections 4, 5 and 6 survive termination.
8. General terms and governing law
This agreement, with any documents it refers to, is the entire agreement of the Parties on its subject and may only be amended in writing. Neither Party may assign it without the other's written consent. If any provision is unenforceable, the rest remains in force. This agreement is governed by the laws of ______________, and the Parties will try to settle any dispute amicably for 30 days before referring it to the competent courts. It may be signed electronically.