Freelance contract

The Client:

1. Client company, _______________

Name,_______________

Phone._______________

Address, _______________,_______________,_______________

Will be named [client],

And Freelancer

2. Freelancer company, _______________

Name,_______________

Phone._______________

Address, _______________,_______________,_______________

Will be named [freelancer],

This letter sets out the terms on which you have been engaged by the Freelancer in
relation to the Project and the following conditions will apply during your engagement
by the Freelancer.

Article 1 - Description of services

The client gives the following task to the freelancer which includes;
Article 1.2 - Time arrangement

The freelancer shall start his work at the following date: _______________ and will
be finished by _______________.

Article 2 - Pricing and rates

1. The freelancer receives from the £ _______________ exc VAT for completing
the described service.

2. Other costs will be listed on the invoice after this has been agreed by both
parties.

Article 2.2 - Other rates

1. When extra time is needed for the given service, there has to be given a
written agreement by the Client.

2. In the case of sickness or other cases in which the freelancer can’t continue
the work for the client, the freelancer has to find another freelancer which can
complete the described service. When this is not possible, other arrangements will
be discussed by both parties.

Article 3 - Deliverables

The ownership of the work created remains with the Freelancer. Client obtains an
exclusive right of use after full payment of the agreed fee and the costs incurred.

Article 4 - Payment Terms and Schedule

Payment will happen after the described service has been completed.
Outstanding balance will be payable by Direct Transfer or PayPal.
Article 5 - Terms and conditions

This Freelance Contract is governed by the terms and conditions detailed below
the signature lines.

Signature client: Signature freelancer:

_______________________ _______________________
Freelance Contract Terms and Conditions

I. Intellectual Property Rights

1. 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
client, and Freelancer hereby assigns such rights to client. Freelancer agrees
that client 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 client in securing, maintaining and
defending copyrights or other rights to protect the Deliverables in any country.
2. No Rights to client Intellectual Property. Except for the limited license to use
materials provided by client as may be necessary in order for Freelancer to
perform Services under this Contract, Freelancer is granted no right, title, or
interest in any client Intellectual Property.

II. Confidentiality
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 independently of any information originating from the
Disclosing Party.
2. client Confidential Information.The following constitute Confidential
Information of client and should not be disclosed to third parties:
the
 Deliverables, discoveries, ideas, concepts, software in various stages 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,
client names and other information related to clients, 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 client’s name, likeness, or logo (client’s
“Identity”), without client’s prior written consent, to include use or reference to
client’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.
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, documentation, and records which in any way
incorporate Confidential Information.
4. Right to Disclose.With respect to any information, knowledge, or data
disclosed to client by the Freelancer, the Freelancer warrants that the
Freelancer has full and unrestricted right to disclose the same without
incurring legal liability to others, and that client shall have full and
unrestricted right to use and publish the same as it may see fit. Any
restrictions on client’s use of any information, knowledge, or data disclosed
by Freelancer must be made known to client as soon as practicable and in
any event, agreed upon before the start of any work.

III. Termination

a. client may terminate this Contract and/or an individual project for its
convenience, without liability at any time, upon prior written notice to
Freelancer.
b. Freelancer may terminate this Contract upon thirty days prior written
notice provided there are no open projects at the time notice is given.
c. client may terminate this Contract and/or any open projects immediately for
cause if the Freelancer fails to perform any of its obligations under this Contract
or if Freelancer breaches any of the warranties provided herein and fails to
correct such failure or breach to client’s reasonable satisfaction within ten (10)
calendar
 days (unless extended by client) following notice by client. client shall be
entitled to seek and obtain all remedies available to it in law or in equity.
1. 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
Deliverablesprovided and accepted prior to the date of termination
2. Upon termination or expiration of this Contract or a project performed by
Freelancer hereunder, whichever occurs first, Freelancer shall promptly return
to client all materials and or tools provided by client under this Contract and
all Confidential Information provided by client to Freelancer.
3. Any provision or clause in this Contract that, by its language or context,
implies its survival shall survive any termination or expiration of this Contract.

IV. Limitation of Liability

1. Except as set forth in the section below, in no event will either party be liable
for any special, indirect, incidental, or consequential damages nor loss of
data, profits or revenue, cost of capital, or downtime costs, nor for any
exemplary or punitive damages, arising from any claim or action, incidental
or collateral to, or directly or indirectly related to or in any way connected
with, the subject matter of the agreement, whether such damages are based
on contract, tort, statute, implied duties or obligations, or other legal theory,
even if advised of the possibility of such damages.
2. Notwithstanding the foregoing, any purported limitation or waiver of liability
shall not apply to Contractor’s obligation under the indemnification of
confidential information sections of this agreement of either party’s liability
to the other for personal injury, death, or physical damage to property
claims.

V. Miscellaneous
1. Assignment.Freelancer shall not assign any rights of this Contract or any
other written instrument related to Services and/or Deliverables provided
under this Contract, and no assignment shall be binding without the prior
written consent of client. Subject to the foregoing, this Contract will be
binding upon the Parties’ heirs, executors, successors and assigns.
2. Governing Law. The Parties shall make a good-faith effort to amicably settle
by mutual agreement any dispute that may arise between them under this
Contract. The foregoing requirement will not preclude either Party from
seeking injunctive relief as it deems necessary to protect its own interests.
This Contract will be construed and enforced in accordance with the laws of
the State of [STATE], excluding its choice of law rules.
3. Severability.The Parties recognize the uncertainty of the law with respect to
certain provisions of this Contract and expressly stipulate that this Contract
will be construed in a manner that renders its provisions valid and
enforceable to the maximum extent possible under applicable law. To the
extent that any provisions of this Contract are determined by a court of
competent jurisdiction to be invalid or unenforceable, such provisions will be
deleted from this Contract or modified so as to make them enforceable and
the validity and enforceability of the remainder of such provisions and of this
Contract will be unaffected.
4. Independent Contractor.Nothing contained in this Contract shall create an
employer and employee relationship, a master and servant relationship, or a
principal and agent relationship between Freelancer and client. client and
Freelancer agree that Freelancer is, and at all times during this Contract shall
remain, an independent contractor.
5. Force Majeure.Neither Party shall be liable for any failure to perform under
this Contract when such failure is due to causes beyond that Party’s
reasonable control, including, but not limited to, acts of state or
governmental authorities, acts of terrorism, natural catastrophe, fire, storm,
flood, earthquakes, accident, and prolonged shortage of energy. In the event
of such delay, the date of delivery or time for completion will be extended by
a period of time reasonably necessary by both Freelancer and client. If the
delay remains in effect for a period in excess of thirty days, client may
terminate this Contract immediately upon written notice to Freelancer.
6. Entire Contract.This document and all attached or incorporated documents
contains the entire agreement between the Parties and supersedes any
previous understanding, commitments or agreements, oral or written. Further,
this Contract may not be modified, changed, or otherwise altered in any
respect except by a written agreement signed by both Parties.