INDEPENDENT CONTRACTOR
AGREEMENT Click here to download a Word version of this agreement. You may personalize any section according to your business needs.
This agreement (the “Agreement”) is made effective for all purposes in all respects as of [DATE] by and between [FREELANCER NAME], “[ROLE or BUSINESS NAME],” whose principal offices are located at [Address 1, Address 2, City, State, Zip] and [CLIENT NAME], “CLIENT,” whose principal offices are located at [Address 1, Address 2, City, State, Zip] 1. In consideration of the mutual undertakings contained herein it is agreed by and between the parties hereto as follows:
1) OBLIGATIONS AND RESPONSIBILITIES
[BUSINESS NAME] shall perform the services (the “Services”) that are more fully described on the attached Schedule A which is attached hereto and made a part hereof (the “Statement of Work”).
2) FEES
In connection with the performance of the Services described herein, [CLIENT] agrees to pay [BUSINESS NAME] the fees set forth on the attached Statement of Work.
3) TERMS OF THE AGREEMENT
This Agreement will commence on [DATE] and shall terminate upon completion of the Services as described in the Statement of Work.
4) LATE PAYMENT PENALTY
[BUSINESS NAME] reserves the right to impose an interest charge equal to [1.0%] 2 per month on any fees or invoiced reimbursable expenses that remain unpaid after [30 days]. In the event the [CLIENT] fails to remit payment as specified, [BUSINESS NAME] shall have the right to immediately terminate this agreement with no further obligation and retain any monies already paid.
5) EXPENSES
Unless special arrangements are otherwise made in writing, fees and expenses of others will be [CLIENT’S] responsibility and will be billed directly to [CLIENT Name and ADDRESS]. These costs will be approved by you in writing in advance of being incurred. You will be invoiced for all reimbursable expenses, together with appropriate documentation evidencing such expenses. Reimbursable expenses shall be paid by you within [15 DAYS] of the date of invoice.
6) ADDITIONAL INFORMATION/CHANGE IN SCOPE
In order for [BUSINESS NAME] to perform services for you in an effective and efficient manner, you agree to: • Provide all information and documentation that [BUSINESS NAME] may request from you or that may otherwise be useful to us in connection with the performance of Services • Immediately advise [BUSINESS NAME] of any changes to your operations or other information that may require a change in the scope or particulars of the services. Any such changes shall be agreed to by both parties in writing.
7) OWNERSHIP 3
Upon final payment by the [CLIENT], [partial or full copyright ownership] of [DELIVERABLE A and/or B] will be transferred to the [CLIENT] granting the [CLIENT] permission to [share the image on their website, print the article in their magazine] in [their original form, any altered state]. The [CLIENT] must obtain written permission from [BUSINESS NAME] before selling [DELIVERABLE A and/or B].
8) CHOICE OF LAW
All disputes arising under Agreement shall be governed by [New York Law].
9) TERMINATION
This agreement will continue until completion of the services, unless terminated earlier by either party upon [5 DAYS] advance written notice. Should either party terminate this agreement prior to the end of the term, you will pay to [BUSINESS NAME] the unpaid portion of fees for services that were performed, plus all unpaid reimbursable expenses within [30 DAYS].
Notwithstanding the previous paragraph, if either Party materially breaches any term of this Agreement, and such breach is not cured within [3 DAYS] of receiving written notification, [BUSINESS NAME] reserves the right to end the project immediately.
10) INDEPENDENT CONTRACTOR STATUS
You understand that you are engaging [BUSINESS NAME] as an independent contractor. This agreement is not intended to create any partnership, joint venture, co-ownership, agency, or employment relationship between us. Unless [BUSINESS NAME] specifically agrees to, in writing, [BUSINESS NAME] will not act as an agent or make commitments on the behalf of [BUSINESS NAME].
11) MISCELLANEOUS
This agreement shall only be amended upon the written approval of both parties. Neither Party is permitted to assign its rights, duties, or obligations under this agreement to any other party without prior written consent from the other Party. This agreement constitutes the entire agreement between [BUSINESS NAME] and [CLIENT] with respect to the performance of the Services set forth above. This Agreement supersedes any previous agreements between these Parties relating to the performance of these services. This Agreement may be executed in counterparts, all of which when taken together shall constitute one original Agreement. It is a pleasure to have the opportunity to work with you. IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.
CLIENT SIGNATURE
DATE
FREELANCER SIGNATURE
DATE
Schedule A - Statement of Work
SCOPE OF WORK (SOW) 4
APPLICABLE FEES 5
[BUSINESS NAME] agrees to perform the services as set forth below.
In connection with the performance
[CLIENT] will review and provide notes.
of services described under SOW, [CLIENT] agrees to pay to [BUSINESS NAME] the following:
[DELIVERABLE NAME] Details:
$
due on [DATE]
$
due on [DATE]
Due by:
[DELIVERABLE NAME] Details:
Due by:
The template above is not intended to convey or constitute legal advice. Freelancers Union will happily refer you to a lawyer who can help you create a contract suitable to your business. Email
[email protected] for more.
Annotations
1
“CLIENT,” whose principal offices are located at [Address 1, Address 2, City, State, Zip] Many freelancers struggle with nonpayment simply because they are unable to get in touch with their client. Always be sure to get your client’s full contact information, including address (NOT a PO Box!). Should anything happen, you’ll have all the information you need to bring your deadbeat client to small claims court (and let them know you’re doing so).
2
1.0% 1-3% being typical
3
Ownership If you’re issuing a license to your client to use the work for a period of time or for certain purposes, consider the following: • Where and how can your work be used? For what length of time? • Is the license exclusive to this client, or can you license the same work to others? • May your client modify your work or create other works based on it? • Is the client required to credit you with the work? • Will you be paid royalties upon use or sale of the work?
4
Scope of Work (SOW) The scope of work is the most critical part of a contract and should be as precise as possible. Using clear language and defining terms will ensure you and your client are on the same page before the work starts and reduce the likelihood of conflicts and misunderstandings down the road. In this section, be sure to answer the following questions: • What work will be done? What are the specific tasks to be completed? What are the deliverables? If applicable, include specifications, such as format, quantity, size, color, material to be used, etc. • What is the timeline for the project? State when work will begin, and if there are specific milestones or deadlines over the course of the project. When and under what conditions will the final work be delivered? • Who will do what? State your responsibilities and your client’s. If your work is dependent on receiving materials or direction from the client, be sure to specify those dependencies. • Where will it be done? State whether work will be performed on the client’s premises, and whether the client will provide specific materials or equipment. • How will work be judged acceptable? State how and when the work will be considered complete.
5
Applicable Fees Your contract should include any and all information related to payment: • Will you receive a portion of your fees up front? • Will you be paid at delivery, according to set milestones, or for your time? • Will there be a “kill fee” or some other compensation for you if the client cancels the project after you’ve started? • Will there be a late fee if your client doesn’t pay on time? • Will you be reimbursed for expenses? • How will changes to the project affect fees?
