Freelance Service Contract

This Freelance Service Contract (this "Agreement") is entered into as of start_date (the "Effective Date") by and between:

client_name ("Client"); and

contractor_name ("Contractor").

Client and Contractor are each referred to herein as a "Party" and collectively as the "Parties."

1. Scope of Services

1.1 Description of Services

Contractor agrees to perform the following services for Client (the "Services"): project_description.

1.2 Deliverables

Contractor shall provide the following deliverables in connection with the Services (the "Deliverables"):

(a) [Deliverable #1 — description, format, and acceptance criteria]

(b) [Deliverable #2 — description, format, and acceptance criteria]

(c) [Deliverable #3 — description, format, and acceptance criteria]

(d) [Final deliverable package — description, format, and acceptance criteria]

1.3 Revisions

The fee includes up to revision_rounds rounds of revisions for each Deliverable. A "revision round" consists of one consolidated set of feedback from Client and the corresponding updates by Contractor. Additional revision rounds beyond those included shall be billed at Contractor's standard hourly rate, as agreed upon in writing prior to commencement of additional work.

1.4 Out of Scope

Any work not explicitly described in Section 1.1 and 1.2 above is considered out of scope. Requests for additional work shall be documented in a written change order signed by both Parties, specifying the additional scope, fees, and timeline impact.

2. Project Timeline

2.1 Term

The project shall commence on start_date and is targeted for completion by end_date (the "Project Term"), unless extended by mutual written agreement.

2.2 Milestones

The Parties agree to the following project milestones:

(a) Project kickoff and requirements confirmation — within five (5) business days of the Effective Date

(b) [Milestone #2 — description] — [Target Date]

(c) [Milestone #3 — description] — [Target Date]

(d) Final delivery and acceptance — end_date

2.3 Delays

If Client fails to provide required feedback, materials, approvals, or access within five (5) business days of request, the project timeline shall be extended day-for-day for each day of delay. Contractor shall not be liable for any schedule overruns caused by Client delays.

3. Compensation and Payment

3.1 Project Fee

Client agrees to pay Contractor a total fee of fee_amount for the Services (the "Project Fee"). The Project Fee covers all Services and Deliverables described in Section 1, including the included revision rounds.

3.2 Payment Schedule

Payment shall be made according to the following schedule: payment_schedule. Contractor shall submit invoices for each payment milestone, and Client shall pay each invoice within fifteen (15) days of receipt.

3.3 Late Payments

Payments not received within the specified period shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is less). If any payment is more than thirty (30) days overdue, Contractor may suspend all work until the outstanding balance is paid in full. Contractor shall not be responsible for any delays resulting from such suspension.

3.4 Expenses

Unless otherwise agreed in writing, the Project Fee includes all expenses. Any out-of-pocket expenses that Client requests Contractor to incur (such as stock photography, fonts, printing, or travel) shall be pre-approved by Client in writing and reimbursed at cost plus a ten percent (10%) administrative markup.

4. Intellectual Property

4.1 Assignment of Work Product

Upon full and final payment of the Project Fee, Contractor hereby assigns to Client all right, title, and interest in and to the Deliverables and any work product created specifically for Client under this Agreement (the "Work Product"), including all copyrights, patents, trade secrets, and other intellectual property rights therein. Prior to full payment, Contractor retains all rights in the Work Product.

4.2 Work Made for Hire

To the extent that any Work Product qualifies as a "work made for hire" under applicable copyright law, it shall be deemed a work made for hire, with all rights vesting in Client. To the extent any Work Product does not so qualify, Contractor assigns all rights as provided in Section 4.1.

4.3 Contractor Tools and Pre-Existing IP

Contractor retains all rights to pre-existing tools, frameworks, libraries, methodologies, and code that Contractor brings to the project ("Contractor Tools"). To the extent any Contractor Tools are incorporated into the Deliverables, Contractor grants Client a non-exclusive, perpetual, royalty-free, worldwide license to use such Contractor Tools solely as part of the Deliverables.

4.4 Portfolio Rights

Contractor retains the right to display the Deliverables in Contractor's portfolio, website, and marketing materials for self-promotional purposes, unless Client provides written notice requesting otherwise.

5. Independent Contractor Relationship

Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Contractor shall have no authority to bind Client in any respect. Contractor is solely responsible for:

(a) Payment of all federal, state, and local taxes, including income tax and self-employment tax;

(b) Obtaining and maintaining any business licenses or permits required for Contractor's business;

(c) Providing Contractor's own equipment, tools, software, and workspace; and

(d) Maintaining appropriate business insurance.

Client will report payments to Contractor on IRS Form 1099-NEC as required by law. Contractor shall provide Client with a completed IRS Form W-9 prior to the first payment.

6. Confidentiality

Contractor agrees to hold in strict confidence all non-public information provided by Client in connection with the Services, including but not limited to business strategies, customer data, financial information, and proprietary processes ("Confidential Information"). Contractor shall not disclose Confidential Information to any third party or use it for any purpose other than performing the Services. This obligation shall survive termination of this Agreement for a period of two (2) years.

7. Representations and Warranties

7.1 Contractor Warranties

Contractor represents and warrants that:

(a) The Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards;

(b) The Deliverables will conform in all material respects to the specifications agreed upon by the Parties;

(c) The Deliverables will be original to Contractor and will not infringe any third-party intellectual property rights;

(d) Contractor has the legal right and ability to enter into this Agreement and perform the Services; and

(e) Contractor will comply with all applicable laws and regulations in performing the Services.

7.2 Warranty Period

For a period of thirty (30) days following final acceptance of each Deliverable (the "Warranty Period"), Contractor shall correct any material defects or non-conformities in the Deliverable at no additional charge. This warranty does not cover issues arising from modifications made by Client or third parties after delivery.

8. Limitation of Liability

EXCEPT FOR BREACHES OF SECTIONS 4 (INTELLECTUAL PROPERTY) AND 6 (CONFIDENTIALITY), NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY. CONTRACTOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL PROJECT FEE PAID OR PAYABLE UNDER THIS AGREEMENT.

9. Indemnification

Contractor shall indemnify and hold harmless Client from any third-party claims arising from: (a) Contractor's breach of the warranties in Section 7; (b) any allegation that the Deliverables infringe a third party's intellectual property rights; or (c) Contractor's negligent or willful misconduct. Client shall indemnify and hold harmless Contractor from any third-party claims arising from Client's use of the Deliverables in a manner not contemplated by this Agreement.

10. Termination

10.1 Termination for Convenience

Either Party may terminate this Agreement with fourteen (14) days written notice to the other Party.

10.2 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach that remains uncured for ten (10) days after written notice of such breach.

10.3 Effect of Termination

Upon termination: (a) Client shall pay Contractor for all Services satisfactorily performed and Deliverables accepted through the date of termination, plus any non-cancellable expenses incurred; (b) Contractor shall deliver to Client all completed and in-progress Work Product; and (c) intellectual property rights shall transfer only for the portion of work for which full payment has been received.

11. Dispute Resolution

The Parties shall first attempt to resolve any dispute through good-faith negotiation. If the dispute is not resolved within thirty (30) days, the Parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in governing_state. The arbitrator's award shall be final and binding.

12. General Provisions

(a) Governing Law: This Agreement shall be governed by the laws of the State of governing_state, without regard to conflict of law principles.

(b) Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements.

(c) Amendments: This Agreement may only be amended by a written instrument signed by both Parties.

(d) Assignment: Neither Party may assign this Agreement without the other Party's prior written consent.

(e) Severability: If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

(f) Force Majeure: Neither Party shall be liable for delays caused by events beyond its reasonable control, including natural disasters, pandemics, or government actions.

(g) Notices: All notices shall be in writing and sent to the addresses specified below or to such other address as a Party may designate by written notice.

IN WITNESS WHEREOF, the Parties have executed this Freelance Service Contract as of the Effective Date.

Client

client_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]

Contractor

contractor_name

[Electronic signature will be collected via zsign]

[Date will be recorded automatically]