FREELANCE AGREEMENT

FREELANCE AGREEMENT

BETWEEN

_________________________________(“THE CLIENT”)

AND

___________________________________(“THE CONTRACTOR”)

____________________________________________________________________________­­­­­_________

THIS FREELANCE AGREEMENT is made on the …………..day of……….20……., by the Client of _________________________address and the Contractor of ____________________address (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:.

Commencement and duration

Contractor’s engagement with Client under this Agreement shall commence on ______________.

Services: The Contractor shall provide ——————————————- services to the Client at the payment defined below. The services will also include any other tasks agreed on by the Parties.

Payment

 For the services rendered, the Client shall compensate the Contractor as follows:

• Client shall pay Independent Contractor a Fixed Wage of$ ____________________which shall be due on ______________ every month.
• If the Independent Contractor sends the Client an invoice, the Independent Contractor will be paid within __________ days after receipt of the Independent Contractor’s invoice. Independent Contractor shall submit invoices for payment at the end of every month
• Client shall reimburse Independent Contractor for all pre-approved, reasonable and necessary costs and expenses incurred in connection with the performance of the Services.

Autonomy

Except as otherwise provided in this agreement; the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client and comply with all the Client rules.

Equipment

Except as otherwise provided in this agreement,the Contractor will provide any resources necessary to deliver the services per the agreement at the Contractor’s own expense.

Non-solicitation

For the duration of this agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this agreement, the Independent Contractor shall not interfere with the Client’s relationship with, or endeavor to entice away from the Client, the Client’s Clients, any officer, director or employee or any person who had a material business relationship with the Client in the duration of this agreement.

Intellectual property (select one)

☐ The Client agrees that any intellectual property and associated rights owned, discovered, or developed by the Contractor, solely or jointly with others, in connection with their services performed under this agreement, are the Contractor’s exclusive property.

☐ Contractor agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their services performed under this agreement, shall constitute works for hire and shall automatically, upon their creation or discovery, become the exclusive property of the Client.

Relationship of the Parties: The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.

Independent contractor representations 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 laws, rules and regulations and that they will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry.

Mutual Representations and Warranties. Both Client and 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.

Non-assignment: No Party shall transfer or assign this agreement without the other Party’s consent.  This consent shall not be unreasonably withheld or detailed.

Confidentiality: All non-public, confidential or proprietary information of the Client, disclosed by the Client to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this agreement is confidential, solely for the use of performing this agreement and may not be disclosed or copied unless authorized in advance by the Client in writing. Upon the Client’s request, the Contractor shall promptly return all documents and other confidential materials received from the Client. The Client shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure; or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party.

Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this agreement.

Force Majeure

For this agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this agreement.

Termination:

• Either Party may terminate this agreement at any time upon giving the other Party no less than ________ days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The Parties agree and acknowledge that this Agreement and Contractor’s engagement with Client under this Agreement shall terminate: Upon the completion by Contractor of the Services or At will.
• Contractor acknowledges and agrees that the engagement with Client is at will, subject to being terminated at the discretion of Client at any time.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.

Return of the property: Upon the expiration or termination of this agreement, the Contractor shall return any of the Client’s property to the Client, including but not limited to; documentation, records, or confidential information. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed.

Contractor shall reimburse Client for any Client property lost or damaged in an amount equal to the market price of such property.

Dispute resolution: Parties agree to settle disputes under this agreement through court litigation. The dispute shall be resolved in the courts of the Republic of Rwanda.

Court Costs and Attorneys’ Fees. In any action under this agreement, the prevailing party shall be entitled to recover costs of court and reasonable attorneys’ fees from the other Party, which fees shall be in addition to any other relief that may be awarded.

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 liabilities herein.

General provisions

• This agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. The parties will exercise utmost good faith in this agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
• This agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
• The Article and Section headings in this agreement are for convenience, and they form in no part of this agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This agreement shall be governed in all respects by the Laws of the Republic of Rwanda without regard to its conflict of law provisions.
• The Parties shall be served through the following addresses (including email),  in writing and where applicable, delivered in person or sent by registered or certified mail (return receipt requested) or nationally recognized overnight delivery service, postage prepaid, or delivered via telecopier or facsimile transmission, and either Party may change the below addressees by reasonable notice in writing given to the other Party.

Client: ____________________________________________________________________________

Contractor:       ______________________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as set forth below.