FREELANCERS’ CONTRACT
THIS AGREEMENT (hereinafter, “this Agreement”), effective as of [DATE], is made and
entered into by and between [NAME OF COMPANY], of [ADDRESS] (hereinafter “the
Company”), and [NAME] of address [ADDRESS] (hereinafter, “Freelancer”).
Whereas, Company has a need for services; and
Whereas, Freelancer has an interest in performing such services (“the services”), for the
company, and
Whereas, the parties to this Agreement (‘‘the parties’’) wish to set forth the terms and conditions
upon which such service will be provided to the company;
Now, therefore, in consideration of the foregoing premises, and of the mutual promises and
covenants herein contained, the parties, intending to be legally bound, do hereby agree as
follows:
- FREELANCER’S OBLIGATIONS
While fulfilling their duty under this Agreement, the Freelancer agrees to respect the Intellectual
Property laws regarding the Company’s products and services. The Freelancer agrees to avoid
any conduct that may infringe the Intellectual Property rights of the Company.
- COMPANY’S OBLIGATIONS
The Company agrees to compensate the Freelancer for fulfilling their duty under this Agreement. - INTELLECTUAL PROPERTY RIGHTS
3.1. Retained Rights. Each party will retain all right, title, and interest in and to its own
Pre‐Existing Intellectual Property irrespective of any disclosure of such Pre‐Existing
Intellectual Property to the other party, subject to any licenses granted herein.
3.2. Pre‐Existing Intellectual Property. Freelancer will not use any Freelancer or third
party Pre‐ Existing Intellectual Property in connection with this Contract unless Freelancer
has the right to use it for the company’s benefit. If the Freelancer is not the owner of such
Pre‐Existing Intellectual Property, Freelancer will obtain from the owner any rights as are
necessary to enable Freelancer to comply with this Contract.
3.3. Freelancer grants Company a non‐exclusive, royalty‐free, worldwide, perpetual and
irrevocable license in Freelancer and third party Pre‐Existing Intellectual Property, to the
extent such Pre‐ Existing Intellectual Property is incorporated into any Deliverable, with the
license including the right to make, have made, sell, use, reproduce, modify, adapt, display,
distribute, make other versions of and disclose the property and to sublicense others to do
these things.
Freelancer will not incorporate any materials from a third party, including Open Source or
freeware, into any Deliverable unless;
(i) Freelancer clearly identifies the specific elements of the Deliverable to contain third
party materials
(ii) Freelancer identifies the corresponding third party licenses and any restrictions on use
thereof, and
(iii) Approval is given by Company in writing. Freelancer represents, warrants and
covenants that Freelancer has complied and shall continue to comply with all third party
licenses (including all open source licenses) associated with any software components
that will be included in the Deliverables or any other materials supplied by Freelancer.
Freelancer shall indemnify Company against any losses and liability incurred by
Company due to failure of Freelancer to meet any of the requirements in any of the third
party licenses.
3.4. Ownership of Deliverables. Subject to Freelancer and third party rights in Pre‐Existing
Intellectual Property, all Deliverables, whether complete or in progress, and all Intellectual
Property Rights related thereto shall belong to Company, and Freelancer hereby assigns such
rights to Company.
Freelancer agrees that Company will own all patents, inventor’s certificates, utility models or
other rights, copyrights or trade secrets covering the Deliverables and will have full rights to
use the Deliverables without claim on the part of Freelancer for additional compensation and
without challenge, opposition or interference by Freelancer and Freelancer will, and will
cause each of its Personnel to, waive their respective moral rights therein. Freelancer will
sign any necessary documents and will otherwise assist Company in securing, maintaining
and defending copyrights or other rights to protect the Deliverables in any country.
3.5. No Rights to Company’s Intellectual Property. Except for the limited license to use
materials provided by Company as may be necessary in order for Freelancer to perform
Services under this Contract, Freelancer is granted no right, title, or interest in any of the
Company’s Intellectual Property.
- CONFIDENTIALITY
4.1. Confidential Information. For purposes of this Contract, “Confidential Information”
shall mean information or material proprietary to a Party or designated as confidential by
such Party (the “Disclosing Party”), as well as information about which a Party (the
“Receiving Party”) obtains knowledge or access, through or as a result of this Contract
(including information conceived, originated, discovered or developed in whole or in part by
Freelancer hereunder). Confidential Information does not include:
a) Information that is or becomes publicly known without restriction and without breach
of this Contract or that is generally employed by the trade at or after the time the
Receiving Party first learns of such information;
b) Generic information or knowledge which the Receiving Party would have learned in
the course of similar employment or work elsewhere in the trade;
c) Information the Receiving Party lawfully receives from a third party without restriction
on disclosure and without breach of a nondisclosure obligation;
d) information the Receiving Party rightfully knew prior to receiving such information
from the Disclosing Party to the extent such knowledge was not subject to restrictions on
further disclosure; or
(e) Information the Receiving Party develops independent of any information originating
from the Disclosing Party.
4.2. Company’s Confidential Information. The following constitute Confidential
Information of Company and should not be disclosed to third parties: the Deliverables,
discoveries, ideas, concepts, software in various states of development, designs, drawings,
specifications, techniques, models, data, source code, source files and documentation, object
code, documentation, diagrams, flow charts, research, development, processes, procedures,
“know-how”, marketing techniques and materials, marketing and development plans,
customer names and other information related to customers, price lists, pricing policies and
financial information, this Contract and the existence of this Contract, and any work
assignments authorized or issued under this Contract. Freelancer will not use Company’s
name, likeness, or logo (Company’s “Identity”), without Company’s prior written consent, to
include use or reference to Customer’s Identity, directly or indirectly, in conjunction with
any other clients or potential clients, any client lists, advertisements, news releases or
releases to any professional or trade publications.
4.3. Non-Disclosure. The Parties hereby agree that during the term hereof and at all times
thereafter, and except as specifically permitted herein or in a separate writing signed by the
Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential
Information to any person or entity. Upon termination, or at any time upon the request of the
Disclosing Party, the Receiving Party shall return to the Disclosing Party all Confidential
Information, including all notes, data, reference materials, sketches, drawings,
memorandums, documentations and records which in any way incorporate Confidential
Information.
- NON-COMPETITION.
5.1. For the entire duration of this Agreement and for the time the Party’s Agreement with the
Company has been terminated for any reason, the Party will not engage in any activity that
poses unwarranted competition with the Company.
5.2. The Party also agrees NOT to engage in any activity for and with any of the Company’s
competitors during the lifetime of the Agreement between the Party and the Company.
5.3. The Party acknowledges that they have been provided with the opportunity to negotiate
this agreement, have had the opportunity to seek legal counsel before signing this agreement,
and that the restrictions imposed are fair and necessary for the Company’s business interests.
Finally, the Party agrees that these restrictions are reasonable and do not constitute a threat to
their livelihood.
- TERMINATION
Either Party to this Agreement may terminate this Agreement upon a written notice of
termination to the other Party. Unless otherwise mutually agreed to in writing, upon the
termination of this Agreement, any arrangement for Services then in effect will immediately
terminate.
- INDEPENDENT CONTRACTOR
Nothing contained in this Contract shall create an employer and employee relationship between
the Freelancer and the Company. Company and Freelancer agree that Freelancer is, and at all
times during this Contract shall remain, an independent contractor.
- DISPUTES.
Except as otherwise specifically agreed in writing by Marketer and Company, any dispute
relating to any rights and or obligations arising in this Agreement which is not resolved by the
parties shall be adjudicated by any court of competent jurisdiction
- ENTIRETY
This contract represents the entire agreement between the two parties and supersedes any
previous written or oral agreement. This agreement may be modified at any time, provided the
written consent of both Company and Marketer.
- SEVERABILITY
The parties agree that if any portion of this contract is found to be void or unenforceable, it shall
be struck from the record and the remaining provisions will retain their full force and effect. - JURISDICTION
This contract shall be governed, interpreted, and construed in accordance with the laws of
[STATE, PROVINCE OR TERRITORY].
In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of
the parties as set forth below:
Freelancer’s Signature Date
Company Official Signature Date
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