This freelance contract template will give you the basics for getting a robust freelance contract in place for your freelance business.

freelance contract template

Freelancing can be a risky business. Much of the relationship between you and your client will come down to trust. But one practical way you can make things crystal clear up-front is signing a robust freelance contract.

Having a contract in place is not an absolute guarantee that there will be no disputes down the line, but it is a useful way of setting out key terms so that both parties have a clear understanding of the job in hand and an incentive not to misbehave.

Contracts come in various shapes and sizes, from agile two-page contracts to 15-page tomes with all the legal bells and whistles attached.

If you are on a freelance job for a large client, the client may produce their standard contract for you to sign.

Smaller clients will often ask you to produce your own freelance contract or simply rely on trust.

Either way, you should ensure that you enter into a contract each time that protects your rights, reduces risk and helps you keep your sanity.

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What goes into a freelance contract template?

Here are a few key clauses that you could include in a contract and some tips on how to get them right in negotiations:

Scope of work

It is really important for both freelancer and client to be as clear as possible about the job in question.

This can help prevent ‘scope creep’, which is that familiar experience of clients asking you to go beyond what was asked of you without extra payment.

Perhaps more importantly, it helps to build a positive working relationship.

The scope of work will be included either in the contract or in a separate scope of work appended to it.

Deadlines and deliverables

Be upfront about the timeline.

Is there a final deadline to work to?

Will you need any revisions – if so, how many?

What are the deliverables and when are they due?

One particularly effective way of structuring your work is through a milestone-based system.

Think about setting out what the key stages in the job are likely to be and list actionable goals and the dates by which you hope to achieve those goals. 

The more concrete you can be here, the better.  

Nature of role

Clients are often careful to ensure that the relationship they have with you is one of client and freelancer, rather than employer and employee. 

This is for a very good reason. 

The law around what constitutes a relationship of employment are complex but, if it turns out that you are actually in practice an employee, there can be adverse financial implications for the client (e.g. they need to pay national insurance contributions).  

As a result, there will usually be some wording in a contract to try to cover the client. 

Freelancers sometimes worry about this, but it is a fairly standard inclusion.

Intellectual property

One question that your clients should be thinking about is ‘who owns what?’.

In most cases, the client will insist on owning all intellectual property in assets created under the contract.

That essentially means that they will be the legal owner of the logo, code, marketing plan or whatever you produce on the job. 

This is understandable.  

However, it is useful to ensure in the contract that you can at least show any assets/artwork created in your own portfolio for marketing purposes. 

Sometimes, you may want to own the intellectual property jointly. 

This can be complex and may require legal advice to get right.

Payment Schedule

Payments are fertile territory for disputes, with freelancers often being paid late or not at all.

Generally, payments are structured on a fixed fee or a freelance rate basis.  

Fixed fees are typically structured as 50% up front and 50% on completion of the job, but can also be structured according to milestones as per the above.

Think about what you will charge if the client goes over and above the scope of work or the number of days they asked you to work. 

Make sure also that you are clear in the contract about exactly when you will be billing, when you expect to be paid and what the penalties will be for late payment.

Disputes

What happens if the client does not like what you have produced?

What happens if the client pays you late?

Many freelancer contracts are disputed in one way or another although very few get to court.

If you have the foresight to include an alternative dispute resolution procedure, you can save yourself a headache down the line.

You could, for example, state in the contract that any disputes should go to an independent third party mediator, rather than having to go to Court and incurring the expense of legal representation.

Confidentiality

Clients often make a big thing about confidentiality, sometimes understandably

Often they will ask you to sign a confidentiality (or non-disclosure) agreement. 

If they do not have an NDA for you to sign but ask for confidentiality provisions in the freelance contract, you need to be careful to ensure that what they are asking for is reasonable. 

One thing in particular to avoid is ‘non-compete’ clauses.

These are paragraphs that will try to restrict you from working for the client’s competitors.

There is some doubt as to whether these clauses are enforceable under English law, but either way you should push back on anything like this that could lead to you not being able to work with other clients (and earn money!).

Terminating the freelance contract

One question that should be on your mind when drafting a contract is ‘what happens if things don’t work out?’.

Imagine, for example, if you were on a three-month contract for a fixed fee of £3k.

If after month two, the client decided to terminate (end) the contract, you would presumably want to be paid something. 

Make sure in the contract that you are compensated in some way if this happens.

A common method is to be paid for time worked – so in the example you would get £2,000.

Both freelancers and clients should want some ability to terminate the contract.

It is important to ensure that you make clients give you some notice of this. Freelancing is hard enough without suddenly having your cashflow turned off.  

 

Freelance Contract Template

Contracts may seem like yet another piece of admin to do, but our freelance contract template can really help you out.

Feel free to tailor the template according to your needs, as producing your own bespoke contract will boost trust between you and your clients, which could lead to repeat business or referrals.

We recommend checking this freelance contract template with a lawyer and we accept no responsibility for any loss of earning as a result of you using this contract.

 

[INSERT COMPANY NAME] Contract

Terms and Conditions for the contracted company.

 

[INSERT CONTRACTOR NAME]

[ Address]

 

Dear [INSERT CONTRACTOR NAME] (the “Contractor”)

I am delighted to offer you a contract agreement with [INSERT COMPANY NAME] (the “Organisation”).  I am writing to set out formally the terms of this Agreement.

 

Definitions

 

    1. In this Agreement the following words and expressions shall have the following meanings unless the context requires otherwise:

“Board” means the board of trustees of the Organisation from time to time (including any committee of the board duly appointed by it);

“Confidential Information” means information (whether or not recorded in documentary form, or stored on any magnetic or optical disk or memory) relating to the business, products, affairs and finances of the Organisation for the time being confidential or commercially sensitive to the Organisation and trade secrets including, without limitation, technical data and know-how relating to the business of the Organisation or any of its or their business contacts or any information in respect of which the Organisation owes an obligation of confidence to a third party, including in particular (by way of illustration only and without limitation) any information, research, conversations, activity, ideas or strategy relating to political relationships, lobbying or campaigning undertaken, communicated, involved with, for or on behalf of the Organisation;

“Engagement” means the engagement of the Contractor by the Organisation on the terms of this Agreement;

” Tax Liabilities” means all liabilities to deduct and account for income tax under the PAYE system and/or primary National Insurance or similar contributions arising in consequence of payments made and/or benefits provided in connection with the Services together with any penalty, fine, interest, expense, cost or charge incurred or payable by the Organisation in connection with such liabilities (but for the avoidance of doubt shall not include any VAT payable on the fee referred to in clause 4.1);

“Intellectual Property Rights” means all intellectual property rights including without limitation all existing and future copyright, design rights, registered designs, trade marks, patents, domain names and database rights whether or not such rights are registered and including applications for any of these and the right to apply for any such rights in any part of the world for the full term and any renewals and extensions of such rights;

“Invention” means any invention, idea, discovery, know-how, method, concept, technique, process, development, improvement or innovation made by the Contractor in connection with the provision of the Services, whether or not patentable or capable of registration, and whether or not recorded in any medium;

“Services” refers to the specified works detailed in Schedule 1 of this Agreement;

“Termination Date” means the date of termination of this Agreement howsoever arising; and

“Works” means all records, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, typographical arrangements and software programs and all materials embodying them and/or any Invention in whatever form, including but not limited to hard copy and electronic form, prepared by the Contractor in connection with the provision of the Services.

Engagement

 

      1. The Organisation shall engage the Contractor and the Contractor shall provide digital marketing support for the [INSERT CAMPAIGN / PROJECT] campaign and training (“Services”).
      2. The Organisation and the Contractor may agree to extend the termination date of this Agreement at any time, providing both parties agree in writing and attach said agreement to this Agreement.
      3. The Engagement shall be deemed to have commenced on [INSERT DATE] and shall continue unless and until terminated:
        1. as provided by the terms of this Agreement; or
        2. by either party giving to the other not less two weeks prior written notice.

Duties

 

      1. During the Engagement the Contractor shall:
        1. provide the Services in an expert and diligent manner with all due care, skill and ability and use his/her best endeavours to promote the interests of the Organisation;
        2. unless prevented by ill health or accident, devote at least 10 days to the carrying out of the Services together with such additional time if any as may be necessary for their proper performance; and
        3. promptly give to the Board all such information and reports as it may reasonably require in connection with the provision of the Services.
      2. If the Contractor is unable to provide the Services for any reason he/she shall advise the Organisation of that fact as soon as reasonably practicable.  No fee shall be payable in accordance with clause 4 in respect of any period during which the Services are not provided.
      3. Unless he/she has been specifically authorised to do so by the Organisation in writing, the Contractor shall not:
        1. have any authority to incur any expenditure in the name of or for the account of the Organisation; or
        2. hold himself out as having authority to bind the Organisation.

Fees

 

      1. On the last working day of each calendar month (“Month”), the Contractor shall submit an invoice detailing the hours which he/she has worked, the Service provided and the fee payable (plus VAT, if applicable) for the previous month.  The Organisation shall within 30 days of receipt of an invoice pay to the Contractor a fee of £[INSERT FEE]/ day exclusive of Value Added Tax (if applicable), such fee to be payable by bank transfer monthly in arrears.
      2. The Organisation shall be entitled to deduct from the fees (and any other sums) due to the Contractor any sums that the Contractor may owe to the Organisation at any time.

Expenses

 

      1. The Contractor shall bear his/her own expenses unless agreed in advance in writing with the Organisation.

Other Activities

 

      1. Nothing in this Agreement shall prevent the Contractor from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:
        1. such activity does not cause a breach of any of the Contractor’s obligations under this Agreement; and
        2. the Contractor shall not engage in any such activity if it relates to a business which is similar to or in any way competitive with the business of the Organisation without the prior written consent of the Organisation.

Confidential Information

 

      1. The Contractor acknowledges that in the course of the Engagement he/she will have access to Confidential Information.  The Contractor has therefore agreed to accept the restrictions in this clause 7.
      2. The Contractor shall not (except in the proper course of her/his duties) either during the Engagement or at any time after the Termination Date, use or disclose to any person, firm or company (and shall use his/her best endeavours to prevent the use, publication or disclosure of) any Confidential Information.  This restriction does not apply to:
        1. any use or disclosure authorised by the Organisation or required by law; or
        2. any information which is already in, or comes into, the public domain otherwise than through the Contractor’s unauthorised disclosure.
      3. All documents, manuals, hardware and software provided for the Contractor’s use by the Organisation, and any data or documents (including copies) produced, maintained or stored on the Organisation’s computer systems or other electronic equipment (including mobile phones provided by the Organisation), remain the property of the Organisation.
      4. The Contractor undertakes that he/she will not directly or indirectly make, publish or otherwise communicate any statement whatsoever, whether in writing or otherwise, which may have the effect of damaging or lowering the business interests and/or the reputation of the Organisation or any of the Organisation’s clients, customers, guests or visitors and/or which may be disparaging or derogatory to the Organisation or any of its clients, customers, guests or visitors.
      5. The provisions of this clause 7 shall survive termination of this Agreement howsoever caused.

Data Protection

 

      1. The Contractor consents to the Organisation and its duly authorised agents and employees holding and processing both electronically and manually the data (including personal sensitive data and information contained in email, email attachments and other forms of electronic communication) it collects, stores or processes that relates to the Contractor, for the purposes of the administration and management of its contractors and its business and for compliance with applicable procedures, laws and regulations.  
      2. To ensure regulatory compliance and for the protection of its workers, contractors, clients/customers and business, the Organisation reserves the right to monitor, intercept, review and access any communication facilities provided by the Organisation that the Contractor may use during the Engagement.  The Organisation will use this right of access reasonably but it is important that the Contractor is aware that communications and activities on the equipment or premises of the Organisation cannot be presumed to be private.
      3. The Contractor agrees to:
        1. abide by the terms of the Organisation’s email, communications and the Data Protection Act policy from time to time in force and attend any training in relation thereto
        2. to process the Personal Data in accordance with the Data Protection Legislation and this Agreement
        3. without prejudice to 8.3.2 that its processing of Personal Data under this Agreement shall at all times comply with the “Seventh Principle” set out in Part 1 of Schedule to the DPA (which provides that appropriate technical and organisational measures shall be taken against unauthorised or unlawful Processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data)
        4. to perform the obligations under this Agreement with reasonable skill and care
      4. Without limiting the generality of the foregoing to the extent that the Organisation acts as data processor on behalf of the Organisation in respect of any of the Purposes, the Contractor further represents warrants and undertakes:
        1. to process the Personal Data only on behalf of the Organisation, only for the purposes of performing this Agreement and only in accordance with written instructions contained in this Agreement or received from the Organisation from time to time;
        2. not otherwise disclose or permit the disclosure of any of the Personal Data to any third party unless specifically authorised in writing by the Organisation without prejudice to clause 8.4.3.1 below;
        3. that the Contractor shall promptly notify the Organisation about:
          1. any legally binding request for disclosure of the Personal Data by a law enforcement authority unless otherwise prohibited, such as a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation;
          2. any accidental or unauthorised access to the Data: and
          3. any request received directly from the data subjects or the ICO without responding to that request, unless the Organisation has been otherwise authorised to do so;
        4. not do or omit to do or permit anything to be done which might cause the Organisation in any way to be in breach of the Data Protection Legislation;
        5. not to process the Personal Data in or transfer it to any country outside the European Economic Area without the prior written consent of the Organisation; and
        6. the Parties agree to cooperate in good faith in resolving any other issues necessary to achieve the objective of both Parties’ compliance with the Data Protection Legislation.

Intellectual Property

 

      1. The Contractor hereby irrevocably assigns to the Organisation (by way of present assignment of present and future rights) with full title guarantee absolutely and free from all encumbrances all right, title and interest in and to any and all Intellectual Property Rights in or relating to any and all Works and Inventions and all materials embodying such rights to the fullest extent permitted by law together with all accrued rights of action in respect of any infringement of such rights.  Insofar as they do not so vest automatically by operation of law or under this Agreement, the Contractor holds legal title in such rights and inventions on trust for the Organisation.
      2. The Contractor undertakes to the Organisation:
        1. to notify to the Organisation in writing full details of any Works and Inventions promptly on their creation;
        2. to keep confidential details of all Inventions;
        3. whenever requested to do so by the Organisation and in any event on the termination of the Engagement, promptly to deliver to the Organisation all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and Inventions and the process of their creation which are in his/her possession, custody or control;
        4. not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by the Organisation; and
        5. to execute all documents, make all applications, give all assistance and do all acts and things, at the request and expense of the Organisation at any time either during or after the Engagement, as may, in the opinion of the Organisation [or Board], be necessary or desirable to vest the Intellectual Property Rights in or relating to any Works and Inventions in, and to register them in, the name of the Organisation and to defend the Organisation against any claim that any Work or Invention infringes third party rights and otherwise to protect and maintain the Intellectual Property Rights in or relating to the Works and Inventions.
      3. The Contractor warrants to the Organisation that:
        1. he/she has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works or Inventions;
        2. he/she is unaware of any use by any third party of any of the Works or Inventions or Intellectual Property Rights in the Works or Inventions; and
        3. the use of the Works or Inventions or the Intellectual Property Rights in the Works or Inventions by the Organisation will not infringe the rights of any third party.
      4. In respect of works in any medium whatsoever in which copyright or any other rights may subsist and:
        1. which are used by the Contractor in connection with the provision of the Services;
        2. which are not Works or Inventions; and
        3. which were created by the Contractor or which the Contractor is entitled to use in connection with the provision of the Services
      5. the Contractor hereby grants to the Organisation an irrevocable and transferable right in perpetuity to use, distribute, reproduce, sub-licence and otherwise exploit such works in any manner and in all media now known or subsequently invented throughout the world and to authorise others to do so (without any remuneration to the Contractor, qualification or restriction) in connection with the use and exploitation of any product of the provision of the Services.  The Contractor hereby grants to the Organisation the unlimited right to edit, alter, add to, take from, adapt or translate all the works referred to in this clause In respect of works in any medium whatsoever in which copyright or any other rights may subsist and: and to authorise others to do so.
      6. The Contractor acknowledges that no further remuneration or compensation other than that provided for in this Agreement is or may become due to the Contractor in respect of the performance of his/her obligations under this clause 9.
      7. The Contractor hereby irrevocably appoints the Organisation to be his/her attorney to execute any such instrument or do any such thing and generally to use his/her name for the purpose of giving the Organisation or its nominee the benefit of this clause 9.
      8. The provisions of this clause 9 shall survive termination of this Agreement howsoever caused.

Insurance and Liability

 

      1. The Contractor shall have personal liability for any loss, liability or costs (including reasonable legal costs) incurred by the Organisation in connection with the provision of the Services and shall accordingly maintain in force during the Engagement relevant insurance in respect of the provision of the Services.

Termination

 

      1. Notwithstanding the provisions of clause 2.3, the Organisation may terminate the Engagement with immediate effect with no liability to make any further payment to the Contractor (other than in respect of amounts accrued prior to the Termination Date) if at any time the Contractor:
        1. commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Organisation; or
        2. is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed); or
        3. is in the reasonable opinion of the Board negligent and incompetent in the performance of the Services; or
        4. is declared bankrupt or makes any arrangement with or for the benefit of his/her creditors or has a county court administration order made against him under the County Courts Act 1984; or
        5. is incapacitated (including by reason of illness or accident) from providing the Services for an aggregate period of 5 working days in any 2 week consecutive period; or
        6. is guilty of any fraud or dishonesty or acts in any manner which in the opinion of the Organisation brings or is likely to bring the Contractor or the Organisation into disrepute or is materially adverse to the interests of the Organisation.
      2. The rights of the Organisation under clause 11.1 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Contractor as having brought the Agreement to an end.  Any delay by the Organisation in exercising its rights to terminate shall not constitute a waiver thereof.

Obligations upon Termination

 

      1. On the Termination Date the Contractor shall:
        1. immediately deliver to the Organisation all documents, books, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the business or affairs of the Organisation, any keys, and any other property of the Organisation, which is in his/her possession or under his/her control;
        2. irretrievably delete any information relating to the business of the Organisation  stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his/her possession or under his/her control outside the premises of the Organisation; and
        3. provide a signed statement that he/she has complied fully with his/her obligations under this clause 12.  

Status / Indemnities

 

      1. The relationship of the Contractor to the Organisation will be that of independent contractor and nothing in this Agreement shall render him/her an employee, worker, agent or partner of the Organisation and the Contractor shall not hold himself out as such.
        1. The Contractor shall be fully responsible for and shall indemnify on demand the Organisation for and in respect of:
        2. the Contractor Tax Liabilities;
        3. any liability for any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Contractor  against the Organisation arising out of or in connection with the provision of the Services or their termination.
      2. The Organisation may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Contractor.

Entire Agreement

 

      1. This Agreement constitutes the entire and only agreement and understanding of the parties and supersedes any previous agreement or understanding between the parties relating to the subject matter of this Agreement.
      2. The Contractor acknowledges and agrees that in entering into this Agreement he/she has not relied on any statement, representation, warranty, understanding, agreement, undertaking, promise or assurance of any person (whether party to this Agreement or not) other than as are expressly set out in this Agreement and, to the extent that the Contractor has been so induced, he/she unconditionally and irrevocably waives any and all claims, rights or remedies which he/she might otherwise have in that regard.  
      3. Nothing in this clause 14 operates to limit or exclude any liability for fraud, fraudulent misrepresentation or fraudulent misstatement.

General Terms

 

    1. The expiry or termination of this Agreement for whatsoever reason will not affect such of the provisions of it as are expressed to operate or have effect after its termination and will be without prejudice to any right of action already accrued to either party in respect of any breach of this Agreement by the other party.
    2. In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.  The rights and remedies provided by this Agreement are cumulative and (unless otherwise provided in this Agreement) do not exclude any other rights or remedies available in law.
    3. Any notice required to be given under the provisions of this Agreement will be in writing and will be deemed to have been duly served if hand delivered or sent by facsimile or, within the United Kingdom, by prepaid recorded or special delivery post and, outside the United Kingdom, by prepaid international recorded airmail, correctly addressed to the relevant party’s address as specified in this Agreement or at such other address as either party may notify from time to time in accordance with this clause, marked for the attention of [name] in the case of a notice addressed to the Organisation and the Contractor in the case of a notice addressed to the Contractor.  Any such notice will, in the case of delivery, be deemed to have been served at the time of delivery and, in the case of posting, on the expiration of 48 hours after it has been posted.
    4. Except insofar as this Agreement expressly provides that a third party may in his own right enforce a term of this Agreement, a person other than a Group Company who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.  Any Group Company may enforce the terms of this Agreement and the Contracts (Rights of Third Parties) Act 1999 shall apply accordingly.
    5. Notwithstanding any other provision of this Agreement, the Organisation and the Contractor may by agreement in writing rescind or vary any of the provisions in this Agreement in any way without the consent of any third party, and accordingly section 2(1) of the Contracts (Rights of Third Parties) Act 1999 will not apply.

 

Please confirm your agreement to the terms set out in this Agreement by signing, dating and returning to me both of the enclosed copies.  Please note that it is a condition of this Agreement that your Adviser signs the acknowledgement at Schedule 1.

I look forward to hearing from you.

 

Yours sincerely,

 

[JOB TITLE], [ORGANISATON NAME] Date…………………………………

 

[JOB TITLE], [ORGANISATON NAME] Date…………………………………

Duly authorised for and on behalf of the Organisation

 

…………………………………………………………………………………. Date…………………………………

I, [Contractor name], have read and understood and agree to the terms of this Agreement.

 

End of freelance contract template.

Categories: Freelance

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