This Freelancer Agreement (“Agreement”) is made and entered into by the undersigned parties _________________ (the “Client”) AND __________________ (the “Freelancer”) on __________________ (the “Effective Date”)
In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:
The term of this Agreement shall begin on ________________and continue until ______________. The term of this Agreement may be extended by mutual agreement between the parties.
The Freelancer will provide the following services: _______________________
Subject to providing the services as outlined above, the Freelancer will be entitled to: ____________________ which will be paid upon completion of the work or as agreed by both parties.
The Freelancer will provide the Freelancer services to the Client as an independent contractor and not as an employee:
- The Freelancer agrees that the Client shall have no liability or responsibility for the withholding, collection or payment of taxes, employment insurance, medical and health insurance premiums on any amounts paid by the Client to the Freelancer or amounts paid by the Freelancer to its employees or Freelancers. The Freelancer also agrees to indemnify the Client from any and all claims in respect to the Client’s failure to withhold and/or remit any taxes, health insurance, employment insurance premiums or pension plan contributions.
- The Freelancer agrees that as an independent contractor, the Freelancer will not be qualified to participate in or to receive any employee benefits that the Client may extend to its employees.
- The Freelancer is responsible for any accidents that could happen whilst working for the Client and the Freelancer waiver their rights and claims against the Client if any accidents occur.
- The Freelancer has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of or on behalf of the Client.
The parties hereto agree that each shall treat confidentially all information provided by each party to the other party regarding its business and operations (“Confidential Information”). All Confidential Information provided by a party hereto shall be used by the other party hereto solely for the purpose of rendering or receiving services pursuant to this Agreement and, except as may be required in carrying out this Agreement, shall not be disclosed to any third party. Neither party will use or disclose Confidential Information for purposes other than the activities contemplated by this Agreement or except as required by law, court process or pursuant to the lawful requirement of a governmental agency, or if the party is advised by counsel that it may incur liability for failure to make a disclosure, or except at the request or with the written consent of the other party.
- Intellectual Property
Unless otherwise indicated, the work product is the Client’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by the protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws.
- Non-disparagement clause
Freelancer shall not, at any time during the Term and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage the Client or any of its subsidiaries or affiliates or their respective officers, directors, employees, advisors, businesses or reputations. Notwithstanding the foregoing, nothing in this Agreement shall preclude the Freelancer from making truthful statements that are required by applicable law, regulation or legal process.
The Freelancer relationship contemplated by this Agreement is to conclude on _______________________. Either Party may terminate the Agreement by providing to the other party sufficient notice detailing their intent to terminate the Agreement.
Upon termination of any project or work given Freelancer hereunder, Freelancer will immediately provide Client with any and all work in progress or completed prior to the termination date. As Client’s sole obligation to Freelancer resulting from such termination, Client will pay Freelancer an equitable amount as determined by Client for the partially completed work in progress and the agreed to price for the completed Services and/or Deliverables provided and accepted prior to the date of termination
- Freelancer responsibility
The Freelancer shall be directly responsible to the Client for any failure to fulfil the Client’s expectations or for any other legal liability which arises in respect of the Freelancer services.
- Conflict of Interest
Freelancer represents that its execution and performance of this Contract does not conflict with or breach any contractual, fiduciary or other duty or obligation to which Freelancer is bound. Freelancer shall not accept any work from Client or work from any other business organizations or entities which would create an actual or potential conflict of interest for the Freelancer or which is detrimental to Client’s business interests.
In the event of any dispute arising out of or relating to this Agreement, the affected party shall notify the other party, and the parties shall attempt in good faith to resolve the matter within 10 days after the date of such notice. Any disputes not resolved by good faith shall be referred to the jurisdiction of _________________ Courts.
No waiver of any provision of this Agreement shall be deemed, or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
- Entire Agreement
This Agreement represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understanding with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of the party.
- Governing Law and Principles of Construction
This Agreement shall be governed and construed in accordance with ___________ State law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first written above.
CLIENT REPRESENTATIVE FREELANCER
Name: _____________________ Name: ___________________
Signature: ____________________ Signature: ______________
Date: _______________________ Date: ______________________
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