Freelance contract template (US)

Independent Contractor Agreement

This Agreement is made on Effective Date between Client Name, at Client Address ("Client"), and Contractor Name, at Contractor Address ("Contractor").

1. Services

Contractor will provide: Description of Services. Deliverables and deadlines: Deliverables and Deadlines.

2. Fees and Payment

Client will pay Fee Amount and Basis. Contractor will invoice Invoice Frequency, and Client will pay within Payment Days days of each undisputed invoice. Contractor bears its own expenses unless Client approves them in writing first.

3. Independent Contractor Status

Contractor is an independent business, not an employee, partner or agent of Client. Contractor controls how, when and where the work is done, may work for others, and supplies its own tools. Contractor receives no employee benefits and is responsible for its own taxes and insurance. Contractor will give Client a Form W-9, and Client may report payments on Form 1099 as required. The parties understand that the law decides a worker's status from the actual relationship, whatever this Agreement says.

4. Intellectual Property

On full payment, Contractor assigns to Client all rights in the deliverables created for Client under this Agreement, including copyright, and to the extent eligible they are works made for hire under 17 U.S.C. § 101. Contractor keeps its pre-existing materials and grants Client a perpetual, non-exclusive license to use those built into the deliverables.

5. Confidentiality

Each party will keep the other's non-public information confidential and use it only for this Agreement. Under 18 U.S.C. § 1833(b), an individual will not be held liable under federal or state trade secret law for disclosing a trade secret in confidence to a government official or an attorney solely to report or investigate a suspected violation of law, or in a document filed under seal in a lawsuit or other proceeding.

6. Warranties

Contractor warrants that the work will be performed in a professional manner and, to its knowledge, will not infringe any third party's rights. Except as stated here, all other warranties are disclaimed to the extent the law allows.

7. Limitation of Liability

Neither party is liable for indirect or consequential damages. Each party's total liability is limited to the fees paid or owed under this Agreement, except for breach of confidentiality, infringement, or fraud, gross negligence or willful misconduct.

8. Term and Termination

This Agreement starts on the Effective Date and continues until End Date or Completion. Either party may end it on Termination Notice Days days' written notice, or at once for a material breach not cured within Cure Days days. Client will pay for work properly performed up to termination.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Client | Contractor |

| --- | --- |

| Signature: Client Signature | Signature: Contractor Signature |

| Name: Client Printed Name | Name: Contractor Printed Name |

| Date: Client Signing Date | Date: Contractor Signing Date |