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A freelance contract is a legally binding agreement between a freelancer and a client that outlines the terms and conditions under which specific services will be rendered. This contract often details the scope of work, payment terms, deadlines, intellectual property rights, confidentiality clauses, and other responsibilities and expectations of both parties. By setting clear parameters and expectations, the contract serves to protect the interests of both the freelancer and the client, ensuring mutual understanding and minimizing potential disputes during the course of the engagement.

As a business owner, it is vital to protect your rights when engaging with other parties. Your freelance contract ensures that both sides understand expectations and how to meet them. This strategy will help you maintain fruitful, productive business relationships.

Keep reading for everything you should know about freelance contracts:

What is a Freelance Contract?

Freelance contracts, also known as independent contract agreements, consulting agreements, and service contracts, are legal contracts that set the terms and conditions between a company and a freelancer. A freelancer is a legitimate business professional who provides specialized services beyond the ordinary course of the company’s business. Companies find freelance contractors through headhunters and labor marketplaces.

Should Freelancers Use Contracts?

Freelancers should use contracts to protect their rights and business when engaging with other companies. If you question whether you need one or not, consider this scenario:

You are working with a client who disputes your work. Ask yourself the following:

  • Do you have proof the relationship exists?
  • Could a reasonable person find the terms between the two parties?
  • How could you prove to a judge that the other party agreed to the terms?

If you only work on a verbal contract, then the answer to the above-referenced questions is “no,” at least not initially. Business relationships that lack contracts are far more expensive to dispute or litigate than written ones in some cases. Ensure that you put your agreement in writing.

Other benefits of freelance contracts include:

  • Easier to prove enforceability versus verbal contracts.
  • Offers both parties a chance to understand their obligations.
  • Protects your rights when navigating contract disputes.
  • Creates a formal and engaged legal relationship.
  • Prevents “mission creep,” which can create new liabilities.
  • Gives proof of past due debts in civil court.

The benefits of a freelance contract are numerous. However, a contract is only as lock-tight as the person who drafted it. For this reason, many freelancers choose to work with an attorney to help them prepare the initial iteration.

It is a strategy that can help you avoid legal and financial mistakes in the future. This result produces peace of mind for years to come. Always work with employment lawyers when drafting your contracts.

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Steps to Write a Freelance Contract

No two freelance contracts are alike, which means that a boilerplate template generally does not work well for the specialized nature of freelancing. You should write a freelance contract that reflects the specific relationship you share with your client and must have clauses applicable to your situation.

Follow these 11 steps when writing freelance contracts:

  1. Negotiate the terms and conditions with the client.
  2. Hire employment lawyers to help you draft a contract.
  3. Identify the parties and their address.
  4. List the project deliverables to avoid mission creep.
  5. Establish a rate and payment schedule.
  6. Specify which state laws your contract recognizes.
  7. Determine how you will handle disputes.
  8. Present the initial freelance contract draft to the other party.
  9. Renegotiate the freelance contract if necessary.
  10. Arrange for a freelance contract signing.
  11. Provide hard and/or digital copies to each party

The above-referenced list is not always the same process for every freelancer or client. Your approach may be more intensive than others. However, a freelance contract is a surefire way to ensure that everyone is on the same page and aware of the limitations when working under a contractual agreement.

Examples of Freelance Engagements

Freelance engagements typically involve those that are short- and long-term projects. However, companies generally contract with freelancers due to the highly specialized nature of their skillset. Most state labor laws require companies to only work with freelancers that offer services outside of their usual business offerings.

Examples of freelance engagements include:

  • An artist creates a commissioned pottery piece.
  • A freelance journalist writing articles.
  • Web designers completing a website.
  • An independent contractor completing home repairs.
  • Film editors contracting with producers of a documentary

If you provide freelance services, the client must abide by the terms of the contract. They must also avoid exerting managerial control. Otherwise, they risk violating contractor law that protects independent contractor rights and freedoms.

Here is an article about the difference between Independent Contracts vs. Employees.

Warranties in a Freelance Contract

A freelancer provides the client with a few warranties that act as safety precautions in a written agreement. Warranties help you with unforeseen circumstances or in solving disputes. Let us discuss a few:

  • Performing Duties Professionally: The services will be performed in a professional manner and in accordance with the standards set by the client ensuring a smooth and efficient collaboration that reflects positively on both parties. The freelancer will promptly communicate any potential issues or delays to maintain transparency throughout the project.
  • Protecting Rights of Third Parties: No patent, trademark, or copyright will be harmed by any third party, and all sorts of work produced by him shall be original and real. In case the freelancer is aware of any trade secret, even that shall not be used for their selfish reasons as it is illegal safeguarding the client's intellectual property and confidential information. The freelancer will promptly address any intellectual property infringement claims and take necessary actions to resolve them, shielding the client from legal disputes.
  • Producing Quality Work: High-quality work shall be produced for the client, and the work shall not be done in a haphazard manner. The freelancer shall check and proofread the work to determine whether it is free from bias or errors and only submit the final document ensuring that the client receives a polished and error-free deliverable. The freelancer will actively seek feedback and revisions from the client to achieve the highest quality standards.
  • Complying Laws: The federal and jurisdictional laws shall be met with full faith from the beginning until the work is completed guaranteeing that all legal requirements and regulations are adhered to throughout the project duration. The freelancer will maintain records and documentation to demonstrate compliance with applicable laws and regulations, offering the client peace of mind regarding legal matters.
  • Proving a Permit: The freelancer has legal permission to give services and is authorized to carry on with the services in that specific location. In no situation the freelancer shall be banned from the legal authorities, and the services are being rendered truthfully giving the client confidence in the freelancer's legitimacy and compliance with local regulations. The freelancer will promptly provide any necessary documentation or permits upon request by the client to verify their authorization to provide services.

Important Terms in Freelance Contracts

Freelance contracts should include terms that both parties can understand. They should consist of the core provisions and clauses that are unique to your business and industry, including deliverables and consideration. Although the terms will vary on a case-by-case basis, there are some must-have clauses you should include in your freelance contracts.

Must-Have Clauses

Every contract is different. The terms that you include ultimately depend upon the project you are completing and more. However, there are a few standard provisions that every freelance contract should have.

The must-have clauses in freelance contracts include:

  • Names of parties and companies
  • Recitals and definitions
  • Scope of work
  • Payment terms and schedules
  • Governing Law
  • Enforceability
  • Arbitration Clause
  • Guarantees
  • Warranties
  • Liability limitations
  • Third-party liability

This list is a terrific place to begin when writing your freelance contract. Some projects may be more or less intensive than others, which means that your specific agreement may require additional provisions. Employment lawyers can help you determine which sections and clauses should go in your contract according to state and federal laws.

Mistakes to Avoid in Your Freelance Contract

Freelance contract mistakes can result in time and profit losses. Since your business reputation and legal exposure is on the line, you should comprehensively negotiate the terms and conditions of your contract, including obligations, limitations, and more. Otherwise, you could be left on the hook for liabilities that weren’t originally intended.

Crucial mistakes to avoid in freelance contracts include:

  • Not detailing the terms and conditions of payment, such as an hourly vs. flat fee
  • Forgetting to include attorneys’ fees in disputes
  • Signing an unreasonable non-compete agreement
  • Failing to define the scope of work for the project
  • Forgetting a kill fee or cancellation fee
  • Not considering state labor laws vs. contractor laws
  • Not defining intellectual property rights of each party

Freelance professionals generally hire an employment lawyer to draft and negotiate their contracts. Doing so will ensure that it is appropriately written and enforceable under state and federal laws. An attorney understands how to craft an agreement that meets your objectives while closing potential loopholes that can stress your contractual relationship.

Importance of a Freelance Contract

A freelance contract is a vital document that establishes the terms and conditions of a working arrangement between a freelancer (or independent contractor) and a client. This contract serves multiple critical purposes, benefiting both parties involved:

  • Clarity and Expectations: The contract defines the scope of work, project goals, and deliverables, ensuring a clear understanding of each party's responsibilities and minimizing the risk of miscommunication.
  • Legal Protection: Freelance contracts are legally binding, safeguarding the rights and interests of both parties, providing a formal framework for addressing disputes when they arise.
  • Payment Terms: The contract specifies payment details, including the rate, payment schedule, and any additional expenses, ensuring that the freelancer is compensated fairly and transparently.
  • Ownership of Work: Intellectual property rights are often a concern in freelance projects; the contract can clearly outline who retains ownership, whether it's the client, freelancer, or a shared arrangement, preventing future disagreements.
  • Confidentiality and Non-Disclosure: If the project involves sensitive information, the contract can include confidentiality clauses or Non-Disclosure Agreements (NDAs) to safeguard the confidentiality of proprietary data.
  • Timeline and Deadlines: Freelance contracts include project timelines and deadlines, providing a structured framework that keeps both parties accountable and aware of project milestones.
  • Termination and Dispute Resolution : The contract outlines conditions for termination and dispute resolution procedures, reducing the likelihood of abrupt terminations and offering a clear process for addressing conflicts.
  • Insurance and Liability: Some contracts require freelancers to carry specific insurance, such as professional liability insurance, providing a safety net in case of unexpected issues or accidents.
  • Scope Changes: If the project scope changes, the contract details how these changes will be managed, including any additional compensation or time extensions, ensuring that any modifications are handled transparently and fairly.
  • Professionalism: A written contract not only demonstrates professionalism and commitment to the project but also sets a standard for accountability, building trust and confidence in the working relationship between the client and freelancer.

Final Thoughts on Freelance Contracts

In order to run your business smoothly, there must be an intention to enter into a legally binding contract. Initiating or creating such a contract also gives a professional impression and sets you apart in the industry. With the help of a legal contract, you are in a strong position to get paid for your work. If the client wishes to reproduce your work or publish it somewhere, as a freelancer, you have all the rights to get paid extra for the intellectual property you have created. The more accurately the contract is drafted, the more confidence in both parties.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

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