💼 Freelance Contract Template — Free Template

A complete freelance services agreement covering scope, payment, IP, confidentiality, and termination.

Who needs this

Freelancers, contractors, designers, developers, writers, and consultants engaging with clients.

What it covers

• Scope of services & deliverables
• Payment terms & late fees
• Intellectual property ownership / licensing
• Confidentiality
• Termination & cancellation
• Limitation of liability
• Independent contractor status
• Governing law

Template clauses

1. Engagement & Scope of Services

The Client hereby engages the Freelancer to perform the following services: {{project_scope}} (the "Services"). The Freelancer agrees to provide the Services in a professional and workmanlike manner. The Freelancer shall target completion by {{deadline}}. Any changes to the scope of Services must be agreed upon in writing by both parties and may result in adjustments to fees and timelines.

2. Compensation & Payment Terms

The Client shall pay the Freelancer {{fee_amount}} according to the following payment schedule: {{payment_schedule}}. Invoices are payable within {{payment_due_days}} days of the invoice date. The late-payment interest rate that applies to past-due amounts is: {{late_interest_rate}}. The Freelancer may suspend Services if an invoice remains unpaid for more than {{suspension_past_due_days}} days after written notice.

3. Independent Contractor Status

The Freelancer is an independent contractor and not an employee of the Client. The Freelancer is solely responsible for all taxes, insurance, and benefits relating to their compensation. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

4. Intellectual Property

The Freelancer retains all rights to pre-existing materials, tools, methodologies, code, templates, and general knowledge used in performing the Services ("Background IP"). {{#when ip_ownership_model=client_owns}}Upon receipt of full payment, the Freelancer assigns to the Client all right, title, and interest in the custom deliverables specifically created for the Client.{{/when}}{{#when ip_ownership_model=provider_owns_license}}The Freelancer retains ownership of the custom deliverables and, upon full payment, grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and distribute those deliverables for the Client's business purposes.{{/when}} To the extent Background IP is embedded in a deliverable, the Freelancer grants the Client a perpetual, worldwide, royalty-free license to use that Background IP as part of the deliverable. {{#when portfolio_use_allowed=yes}}The Freelancer may use the completed work for portfolio and promotional purposes, subject to the confidentiality obligations in this Agreement.{{/when}}{{#when portfolio_use_allowed=no}}The Freelancer may not use the Client's work for portfolio or promotional purposes without the Client's later written consent.{{/when}}

5. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party ("Confidential Information"). Neither party shall use or disclose Confidential Information except as necessary to perform this Agreement. This obligation shall survive termination of this Agreement for {{confidentiality_survival_years}} years.

6. Termination

Either party may terminate this Agreement with {{termination_notice_days}} days' written notice. Upon termination, the Client shall pay the Freelancer for all Services performed and expenses incurred through the date of termination. The Freelancer shall deliver to the Client all completed and in-progress work upon receipt of final payment.

7. Limitation of Liability

In no event shall the Freelancer's total liability under this Agreement exceed {{liability_cap}}. Neither party shall be liable for any indirect, incidental, consequential, or punitive damages.

8. Governing Law & Dispute Resolution

This Agreement shall be governed by the laws of {{governing_law}}. Any dispute arising from this Agreement shall first be addressed through good-faith negotiation. If unresolved within {{dispute_negotiation_days}} days, {{#when dispute_method=court}}the dispute shall be submitted to the courts located in {{arbitration_forum}}.{{/when}}{{#when dispute_method=arbitration}}the dispute shall be submitted to binding arbitration in {{arbitration_forum}}.{{/when}}

9. Entire Agreement

This Agreement, together with any attached Statement of Work, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, or agreements. Any amendment must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date written above.

[PARTY A NAME]
Signature: __________________________
Date: ______________

[PARTY B NAME]
Signature: __________________________
Date: ______________

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