Whether you are working as a freelancer or you want to hire a freelancer, a contract is essential to maintain a level of clarity and prevent disputes.
The point of a freelance contract is to eliminate those fears and to keep everyone safe, and aligned, with what each party has committed to. The contract should outline the scope of the project including the goals, deliverables and deadlines. And it should explicitly state the number of work hours expected, as well as the payment rate and the payment schedule.
Freelance AGREEMENT DATED _______________ BETWEEN:
(1) YOUR COMPANY NAME, whose principal place of business is located at YOUR COMPANY ADDRESS (the “Company”); and
(2) ________________________ ID number __________________, from ___________________________ (the “Freelancer”), (each a “Party” and together the “Parties”).
WHEREAS the Company is in the business of online marketing (the “Business”);
AND WHEREAS the Company desires to cooperate with the Freelancer in Business as freelancer and without to form an employer-employee relations;
AND WHEREAS the Freelancer desires to cooperate with the Company in Business as freelancer and without to form an employer-employee relations;
IT IS THEREBY AGREED:
1. Contents of Agreement
1.1. The preamble and the exhibits to this Agreement constitute an integral part hereof and are hereby incorporated by reference.
2.1. Commencing from the Effective Date (as defined in Section 3 below), the Company shall cooperate with the Freelancer and the Freelancer shall cooperate with the Company in any project decided by the Company as a content editor upon the terms and conditions set forth herein.
2.2. The Freelancer shall devote all his time, attention and abilities to fulfill the terms of this Agreement, to promote the Business of the Company and shall perform his duties diligently, conscientiously and promptly to the best of his ability and to the satisfaction and benefit of the Company.
2.3. The Freelancer shall have no authority toward third parties on behalf of the Company and shall not execute any agreements or contracts that bind the Company or deviate from the standard policy of the Company, without the prior written authorization of the Board of Directors of the Company.
2.4. The Freelancer undertakes to notify the Company, immediately and without any delay, of any interest or matter which he may have a personal interest or which is likely to create a conflict of interest with his role in the Company.
2.5. The Freelancer acknowledges that the Company will provide him an email account that is designated for working purpose (the “Email”). The Email shall not be used for the Freelancer’s private purposes, and the Freelancer hereby gives his irrevocable consent to the Company to enter the Email at any time and for any purpose.
3. 3 Term and Termination of Work
3.1. The Freelancer’s work under this Agreement shall commence on XXX (the “Effective Date”) and shall end on the earliest of: (i) the death or disability (as defined below) of Freelancer; (ii) termination by either Party in an explicit notice that shall take effect in 30 days.
3.2. Either Party may terminate this Agreement without cause.
3.3. For the purposes of this Agreement, “disability” shall mean any physical or mental illness or injury as a result of which the Freelancer remains absent from work for a period of two (2) successive months, or an aggregate of two (2) months in any twelve-month period. Disability shall occur upon the end of such two (2) month period.
4.1. (Option 1) It is agreed, that the Compensation shall be calculated on an hourly basis and shall be the total amount of USD/EUR/ILS/CAD/AUD/GBP Amount + VAT (the “Basic Fee”).
4.2. The Freelancer undertakes to report to the Company the actual working hours that had performed by him each month on a daily basis, in accordance with the applicable practices and policies of the Company regarding such reports.
4.3. (Option 2) It is agreed, that the Compensation shall be calculated on an global basis and shall be the total amount of USD/EUR/ILS/CAD/AUD/GBP Amount + VAT (the “Basic Fee”).
(Option 3) It is agreed, that the Compensation shall be calculated on a per project basis and shall be determined by the Company before each project in a separate appendix (the “Basic Fee”).
4.4. In addition to the Basic fee, the Freelancer shall be entitled to a monthly compensation of USD/EUR/ILS/CAD/AUD/GBP Amount +VAT in return to fully and meticulously complying with his non-compete undertakings following the termination of this Agreement as set out in Section 8 below (the “Non-Compete Payment”, and together with the Basic Fee: the “FEE”).
4.5. (Option 1+2) The Fee shall be paid to the Freelancer up to the 10th (Tenth) day of each month, in relation to the previous calendar month.
4.6. (Option 3) The Fee shall be paid to the Freelancer only after the project is completed to the satisfaction of the Company, up to the 10th (Tenth) of the month following the completion of the project.
4.7. The Freelancer shall not be reimbursed for the cost of traveling to and from his working place using public transportation or by any other way.
5. Employer-employee relations
5.1. It is agreed and clarified that in any case, there will be no an employer-employee relation between the Parties. Therefore, the Freelancer shall not be entitled to sick days, days off or any other right derived from an employer-employee relation.
6. Secrecy and Nondisclosure
6.1. The Freelancer acknowledges that immediately after commencing the cooperation with the Company, he will be granted unlimited access to the Company’s Confidential Information and its trade secrets.
6.2. Except as herein expressly provided, the Freelancer agrees that during the term of this Agreement and after the termination of this Agreement thereof for any reason whatsoever, he: (i) shall keep Confidential Information (as defined below) confidential and shall not directly or indirectly, use (for personal and/or commercial and/or any other type of usage), keep and/or extract, share, divulge, publish or otherwise disclose or allow to be disclosed any aspect of Confidential Information without the Company’s prior written consent; (ii) shall refrain from any action or conduct which might reasonably or foreseeable be expected to compromise the confidentiality or proprietary nature of the Confidential Information; and (iii) shall follow recommendations made by the Board of Directors, officers or supervisors of the Company from time to time regarding Confidential Information; (iv) shall not lie and/or change his findings, data or any other Confidential Information; shall not access accounts with data found on the Company’s servers.
6.3. “Confidential Information” includes but not limited to: trade secrets, confidential information, knowledge or data of the Company, or of any of its existing or future clients, investors, customers, consultants, shareholders, licensees, licensors, vendors or affiliates, that the Freelancer may produce, obtain or otherwise acquire or have access to during the course of his work with the Company (whether before or after the Effective Date), including (but not limited to) business plans, records, and affairs; customer files and lists; special customer matters; sales practices; methods and techniques; details of marketing campaigns merchandising concepts, strategies and plans; sources of supply and vendors; special business relationships with vendors, agents, and brokers; promotional materials and information; financial matters; equipment, technologies and processes; selective personnel matters; developments; product specifications; procedures; pricing information; intellectual property; know-how; technical data; software programs; operations costs; processes; designs; formulas; ideas; plans; devices; materials; and other similar matters which are confidential. All Confidential Information and all tangible materials containing Confidential Information are and shall remain the sole property of the Company.
6.4. The Freelancer shall have no obligation under this Agreement to maintain in confidence any information which (i) is lawfully in the public domain at the time of disclosure, or (ii) disclosure of which is required by law or any other relevant regulation or requirement by a court or other legal authority of competent jurisdiction, provided however that the Freelancer shall duly notify the Company, as soon as possible prior to such disclosure, in order to allow the Company reasonable time to challenge, restrain or quash such disclosure and shall only disclose the Confidential Information so far as is necessary.
6.5. The Freelancer agrees that during the term of this Agreement he: (i) shall do utmost to secure any of the Company’s Confidential Information (as defined above); (ii) shall do utmost to make sure the Company is capable to secure any of its Confidential Information.
6.6. The Freelancer acknowledge that he will be granted unlimited access to the Company’s Confidential Information and its trade secrets, therefore the Freelancer declares he: (i) will not save the data seen in these databases internally or externally, other than screenshots taken with respect for the specific project, that shall be saved internally and will be removed and deleted in two (2) weeks after the articles published; (ii) will not share or disclose his findings with anyone (includes but not limited to other freelancers hired by the Company, other companies etc.) but the Company’s other employees; (iii) will neither steal, sell or make any personal usage of the Confidential Information; (iv) will not accept any position at the companies he shall examine.
6.7. If, at some point during the term of this Agreement and after the termination of this Agreement thereof for any reason whatsoever, the Freelancer will find people he knows in the databases, the Freelancer shall not share with them his findings before the report is being published, and once published the Freelancer will not give them the exact data found about them.
6.8. The Freelancer shall keep the terms of this Agreement including any changes in the terms of this Agreement strictly confidential and not disclose this Agreement, any of the terms therein or any part thereof, to any third party including any other Freelancers of the company.
6.9. The Freelancer agrees that during the term of this Agreement he shall not: (i) improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity with which the Freelancer has an agreement or duty to keep in confidence information acquired by the Freelancer, if any, or (ii) bring onto the premises of the Company any document of confidential or proprietary information belonging to such employer, person or entity unless consented to in writing by such employer, person or entity. The Freelancer will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.
6.10. The Freelancer recognizes that the Company may have received, and may receive in the future, from third parties, their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. The Freelancer agrees that he owes the Company and such third parties, starting the Effective Date and thereafter, a duty to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person or firm and to use it in a manner consistent with, and for the limited purposes permitted by, the Company’s agreement with such third party. Such information will be regarded for the purposes of this Agreement as a part of the Confidential Information. The Freelancer will indemnify the Company and hold it harmless from and against all claims, liabilities, damages and expenses, including reasonable attorneys’ fees and costs of suit, arising out of or in connection with any violation of the foregoing.
6.11. Upon Company’s request, or in the event of the termination of this Agreement for any reason whatsoever, the Freelancer agrees promptly to surrender and deliver to the Company all records, materials, equipment, drawings, documents, including and without the limitation to all written materials, records, documents, computer software and hardware or any other material which belongs to the Company and that might be in his possession, and data of any nature pertaining to any Confidential Information or to his work, and the Freelancer will not retain or take with him any tangible materials or electronically stored data, containing or pertaining to any Confidential Information that the Freelancer may produce, acquire or obtain access to during the course of his work, and if requested by the Company to do so, will execute a written statement confirming compliance with the above said.
6.12. In the event of the termination of this Agreement. The Freelancer hereby agrees that the Company shall notify his future employer about his obligations under this Agreement.
6.13. The Freelancer acknowledges that all of the secrets, information, or documents aforementioned above, are essential commercial and proprietary information of the Company which is not public information and cannot be easily discovered by others, whose confidentiality provides the Company a commercial advantage over its competitors, and the Company is taking reasonable measures to safeguard its confidentiality.
6.14. The Freelancer’s undertakings pursuant to this Section shall remain in force even after the termination of this Agreement and for an unlimited period.
7. Intellectual Property
7.1. If, at any time during the term of this Agreement, the Freelancer (either alone or with others):
7.1.1. makes or discovers any invention, development, process or secret whatsoever whether patentable or not (the “Inventions”); or
7.1.2. produces any work in any medium whatsoever including any model, drawing, document, plan, tape, disk or photograph and whether in two or three dimensions (the “Works”); or
7.1.3. contributes to any technical or other knowledge of the Company, including by compiling lists, approaching customers and suppliers, formulating trade names, gathering information and data or contributes in any way to any other right of the Company (the “Information”),
7.2. in each case which relate to any of the services, products or processes of the Company or otherwise to its business or which results from or is suggested by anything done in the course of or in connection with this Agreement, then all intellectual property and proprietary rights in such Inventions, Works and Information shall belong to and be the sole legal and beneficial property of the Company (or any other entity, as the Company may elect), and the Freelancer shall communicate and deliver up to the Company without any delay all available information and materials relating to all Inventions, Works and Information, all of which shall be the exclusive property of the Company (or any other entity, as the Company may elect), and the Freelancer shall not use, reproduce or disclose any part of them without the prior written consent of the Company.
7.3. The provisions of Section 7.1 shall not apply to any rights in Inventions, Works and Information to the extent that the same by operation of applicable law cannot be vested in the Company (or any other entity, as the Company may elect) (the “Rights”). However, The Freelancer, at the request and cost of the Company (whether during the term of this Agreement or thereafter), shall forthwith assign to the Company (or any other entity, as the Company shall instruct it) by written instrument (or, if by the operation of law assignment is not possible, shall license to the Company) all Rights and upon such assignment (or licensing) shall deliver up to the Company (or to any other entity, as the Company shall instruct him) any relevant Works, Inventions and Information. It is hereby clarified and agreed that the Fee prescribed under Section 4 above is paid and granted, inter alia, in respect of such assignment or license and no additional payment, fee or royalty of any kind shall be payable to the Freelancer in this respect. For further avoidance of doubt, it is also clarified that such license (or assignment) shall be worldwide, royalty-free, irrevocable, perpetual exclusive license to use, make, manufacture, sell, reproduce, distribute, modify, display, prepare derivative works, or any other rights available with respect to such Inventions, Works or Information.
7.4. The Freelancer, at the request and cost of the Company (whether during the term of this Agreement or thereafter), shall sign and execute all such deeds and documents and do all such acts and things as the Company, may reasonably require to:
7.4.1. Apply for, obtain and vest in the name of the Company alone (unless the Company otherwise directs) letters, patent, registered designs or other protection of any nature whatsoever in respect of Inventions, Works and Information in any country throughout the world and, when so obtained or vested, to renew and maintain the same including, without limitation, to assist the Company in any proceedings concerning the infringement of rights in Inventions, Works and Information; and
7.4.2. Defend any proceedings in respect of such applications and any petitions or applications for revocation of such letters patent, registered designs or other protection.
7.5. The Freelancer hereby grants the Company an irrevocable power of attorney to do on his behalf (whether during the term of this Agreement or thereafter) anything that the Freelancer is obliged to do or that is required in order to exercise any right granted to the Company under Sections 8.
7.6. The Freelancer shall give notice in writing to the Company promptly on becoming aware (whether during the term of this Agreement or thereafter) of any infringement or suspected infringement of any intellectual property rights in any Inventions, Works or Information.
7.7. The Freelancer shall at the request of the Company (whether during the term of this Agreement or thereafter) provide any reasonable assistance required in connection with any proceedings regarding any of the Inventions, Works or Information.
7.8. Whether during the term of this Agreement or thereafter the Freelancer shall not do and/or allow to do anything which would or might prejudice the rights of the Company under this Section 7 or any intellectual property rights of the Company in any Inventions, Works and Information.
7.9. The Freelancer hereby waives any moral rights he might have in Inventions, Works and Information.
8.1. Without prejudice to the Freelancer’s commitments under sections 6 and 7 above, the Freelancer hereby expressly agrees and undertakes that:
8.1.1. During the term of this Agreement, he will not, directly or indirectly, either personally or through a third party, whether for his own account or as a Freelancer, officer, director,
partner, shareholder, investor, consultant or otherwise, through a company, partnership, joint venture, trust or any other corporation, interest himself, be involved, or engage in any business or enterprise, anywhere in the world, that either directly or indirectly competes with the business of the Company that exists now or will exist in the future, Including but not limited to other comparison websites in the Company’s business field, without a prior written consent of the Company;
8.1.2. During the term of this Agreement and for a period of eighteen (18) months after, the Freelancer ceases to be employed by the Company for whatsoever reason, he shall not, directly or indirectly, contact or enter into any agreement with any of the Company’s customers (including past customers) with regard to any matter that either directly or indirectly competes with the Company, either personally or through a third party, whether for his own account or as an Freelancer, officer, director, partner, shareholder, investor, consultant or otherwise, through a company, partnership, joint venture, trust or any other corporation, Including but not limited to other comparison websites in the Company’s business field, without the Company’s prior written consent;
8.1.3. During a period of nine (9) months from the termination of this Agreement, he shall not employ, directly or indirectly, any individual that was employed by the Company during the six (6) months period which preceded such date of termination.
8.2. In addition and without derogating from the aforementioned, in return for the Non-Compete Payment, the Freelancer hereby expressly agrees and undertakes that for a period of nine (9) months after he ceases to be employed by the Company for whatsoever reason, he will not, directly or indirectly, either personally or through a third party, whether for his own account or as an Freelancer, officer, director, partner, shareholder, investor, consultant or otherwise, through a company, partnership, joint venture, trust or any other corporation, interest himself, be involved, or engage in any business or enterprise, anywhere in the world, that either directly or indirectly competes with the business of the Company that exists now or will exist in the future, Including but not limited to other comparison websites in the Company’s business field, without the prior written consent of the Company.
8.3. The Freelancer acknowledges that the restricted periods of time this Sections are reasonable, in view of the nature of the business in which the Company is engaged and the Freelancer’s knowledge of the Business.
8.4. Notwithstanding anything contained in Section 8.3 to the contrary, if the period of time or the geographical area specified under Sections 8.1 or 8.2 hereof should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Agreement may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding.
9. Injunctive Relief and Indemnification
9.1. The Freelancer acknowledges and confirms that any breach of any provisions under Sections 6, 7 or 8, may give rise to irreparable injury to the Company. Therefore, without derogating from or limitation to any right, remedy or relief to which the Company may be entitled under this Agreement, by law or otherwise, in the event of such breach or a threatened breach under Sections 6, 7 or 8, the Company shall be entitled to an injunctive relief without the requirement of posting a bond.
9.2. The Freelancer acknowledges and confirms that any breach of any provisions under this Agreement by the Freelancer, especially but not limited to any breach of any provisions under Sections 6, 7 or 8, may cause the Company Significant damages. Therefore, without derogating from or limitation to any right, remedy or relief to which the Company may be entitled under this Agreement, by law or otherwise, in the event of such breach under this Agreement, the Company shall be entitled to a full indemnification from the Freelance.
9.3. In addition, and Subject to the provisions of any applicable law, as will be in force from time to time, the Freelancer shall indemnify the Company for any liability or expense imposed on the Company or spent by the Company, due to the Freelancer action as a Company Freelancer.
10. Freelancer Representations and Acknowledgments
10.1. The Freelancer represents and warrants to the Company that the execution and delivery of this Agreement and the fulfillment of the terms hereof: (i) will not constitute a default under or breach of any agreement or other instrument to which he is a party or by which he is bound, including and without limitation to, any confidentiality or non-competition agreement, (ii) does not require the consent of any person or entity, and (iii) shall not utilize during the term of his work any proprietary information of any third party, including prior employers of the Freelancer.
11.1. Except as otherwise herein expressly provided, this Agreement shall inure to the benefit of and be binding upon the Company, its successors and assigns, including and without limitation to, any subsidiary or affiliated entity. For the avoidance of doubt, the obligations of the Freelancer hereunder shall not be assignable or delegable.
12. Entire Agreement
12.1. This Agreement constitutes the entire understanding and agreement between the Parties, supersedes any and all prior discussions, agreements and correspondence with regard to the subject matter hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by both Parties.
13.1. All notices, requests and other communications to any Party shall be given or made in writing, mailed (by registered or certified mail) or delivered by hand to the respective Party at the address set forth in the caption of this Agreement or to such other address as such Party may hereafter specify for the purpose of notice to the other Party. Each such notice, request or other communication shall be effective: (i) if given by facsimile, when such facsimile is transmitted to the facsimile number specified herein and the appropriate answerback is received or (ii) if given by any other means, when delivered at the address specified herein.
14. Applicable Law and Jurisdiction
14.1. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of Israel, without giving effect to principles of conflicts of law, and the courts of Tel Aviv shall have exclusive jurisdiction over the Parties in all disputes related to or in connection with this Agreement or the subject matter hereof.
|The Freelancer||The Company|
Freelancer contracts exist to prevent miscommunications from occurring, and to add legitimacy (and detail) to the agreement between both parties. They should be utilized no matter if you are using a top freelance platform to hire freelancers or not. The only way to stay safe is by ensuring that both parties are protected with a signed contract.
- Contact details
- Project scope and deliverables
- Agreed pricing and payment schedule
- Ownership and copyright details
- Cancellation policies for both sides
Lastly, and most importantly, it must have both parties signatures, and the date, on it.