FREELANCER SERVICES AGREEMENT

This Freelance Services Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date"), by and between:

CLIENT:
[Client Name]
[Client Address]
("Client")

AND

FREELANCER:
[Your Name / Business Name]
[Your Address]
("Freelancer")

Collectively referred to as the "Parties."

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1. SERVICES
Freelancer agrees to provide the following services to Client:
[Describe services in detail — scope, deliverables, milestones]

2. TERM
This Agreement begins on the Effective Date and continues until [END DATE] or until the Services are completed, unless terminated earlier as provided herein.

3. COMPENSATION
Client agrees to pay Freelancer as follows:
[Choose one and delete others]
☐ Fixed Fee: $[AMOUNT] total, payable as follows: [PAYMENT SCHEDULE]
☐ Hourly Rate: $[AMOUNT]/hour, billed in [INCREMENT, e.g., 15-minute] increments
☐ Retainer: $[AMOUNT] per [PERIOD], applied to services rendered

Freelancer will submit invoices [PERIOD, e.g., biweekly, monthly]. Client shall pay invoices within [NUMBER] days of receipt. Late payments accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less.

4. EXPENSES
Client will reimburse Freelancer for pre-approved, reasonable out-of-pocket expenses. Freelancer will provide receipts for all expenses over $[AMOUNT].

5. INDEPENDENT CONTRACTOR
Freelancer is an independent contractor, not an employee, partner, or agent of Client. Freelancer is responsible for all taxes, insurance, and benefits. Nothing in this Agreement creates an employment relationship.

6. INTELLECTUAL PROPERTY
☐ Upon full payment, all deliverables created by Freelancer for Client shall be the exclusive property of Client.
☐ Freelancer retains ownership of all pre-existing materials, tools, templates, and know-how. Client receives a non-exclusive license to use such materials in connection with the deliverables.
☐ Freelancer retains ownership of background IP and grants Client a [EXCLUSIVE / NON-EXCLUSIVE] license to use deliverables for [PURPOSE / TERRITORY / TERM].

[Choose option above and delete others, then fill in blanks]

7. CONFIDENTIALITY
Each Party agrees to keep confidential all non-public information received from the other Party ("Confidential Information") and to use it only for purposes of this Agreement. This obligation survives termination for [NUMBERS] years.

Confidential Information does not include information that: (a) is publicly known; (b) was known before disclosure; (c) is independently developed; or (d) is rightfully received from a third party without restriction.

8. REPRICES AND DELIVERABLES
Freelancer will deliver the products and work products described in Section 1 ("Deliverables"). Client may request [NUMBERS] rounds of revisions to each Deliverable at no additional charge. Additional revisions will be billed at Freelancer's then-current rate.

If a Deliverable does not materially conform to the specifications in Section 1, Client must notify Freelancer in writing within [NUMBERS] days of receipt. Freelancer will cure any non-conformance at no charge.

9. TERMINATION
Either Party may terminate this Agreement with [NUMBERS] days' written notice. Upon termination:
☐ Client pays Freelancer for all work completed through the termination date.
☐ Client pays Freelancer a cancellation fee of $[AMOUNT] if termination is without cause and less than [NUMBERS] days have passed.
☐ Freelancer delivers all completed work and returns Client materials.

10. WARRANTIES
Freelancer warrants that: (a) Services will be performed in a professional and workmanlike manner; (b) Deliverables will be original and will not infringe any third-party rights; (c) Freelancer has the right to grant the licenses in Section 6.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." FREELANCER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS for a particular purpose.

11. LIMITATION OF LIABILITY
IN NO EVENT SHALL FREELANCER'S TOTAL LIABILITY EXCEED THE AMOUNT PAID BY CLIENT TO FREELANCER UNDER THIS AGREEMENT IN THE [NUMBERS] MONTHS PRECEDING THE CLAIM. FREELANCER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES.

12. INDEMNIFICATION
Client agrees to indemnify and hold Freelancer harmless from any claims arising from Client's use of the Deliverables or breach of this Agreement. Freelancer agrees to indemnify and hold Client harmless from any claims arising from Freelancer's breach of this Agreement or infringement of third-party intellectual property rights.

13. GOVERNING LAW & DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of [STATE], without regard to conflict of law principles. Any dispute arising from this Agreement will be resolved through good-faith negotiation. If negotiation fails, the Parties agree to mediate in [CITY, STATE] before pursuing litigation.

☐ Litigation in courts located in [COUNTY, STATE]
☐ Binding arbitration under [RULES, e.g., AAA Commercial Arbitration Rules]

14. MISCELLANEOUS
This Agreement constitutes the entire agreement between the Parties. It may only be amended in writing signed by both Parties. If any provision is found unenforceable, the remaining provisions remain in effect. This Agreement may not be assigned without prior written consent. Notices must be in writing and sent to the addresses above.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

CLIENT:
Signature: ___________________________
Printed Name: ________________________
Title: _______________________________
Date: _______________________________

FREELANCER:
Signature: ___________________________
Printed Name: ________________________
Title: _______________________________
Date: _______________________________

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IMPORTANT DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. It is a starting point for your agreements. You should consult with a licensed attorney in your jurisdiction to ensure this agreement complies with applicable laws and meets your specific needs.
