Freelance Services Agreement

This Freelance Services Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") between:

Client: [CLIENT FULL LEGAL NAME], a [state/country] [corporation / LLC / individual] ("Client"), and

Freelancer: [YOUR FULL LEGAL NAME / BUSINESS NAME], operating as an independent contractor ("Freelancer").

Together referred to as the "Parties."

Freelancer agrees to provide the services described in Exhibit A ("Services"), attached hereto and incorporated by reference. Freelancer will deliver the specific outputs listed in Exhibit A ("Deliverables") by the dates specified therein.

Any services or deliverables not explicitly listed in Exhibit A are outside the scope of this Agreement and require a written Change Order signed by both Parties. Freelancer is not obligated to begin work on any change until a signed Change Order is received.

2.1 Fees. Client agrees to pay Freelancer the fees specified in Exhibit A. Unless otherwise stated in Exhibit A, Freelancer will invoice Client upon completion of each milestone or deliverable phase.

2.2 Payment Schedule. All invoices are due within 14 days of receipt ("Net 14") unless a different term is specified in Exhibit A.

2.3 Late Payment. Invoices unpaid after the due date accrue interest at a rate of 1.5% per month (18% per annum) from the due date until paid in full. If an invoice is more than 14 days overdue, Freelancer may suspend all work and withhold delivery of outstanding Deliverables until the overdue balance is paid in full.

2.4 Expenses. Client agrees to reimburse Freelancer for pre-approved out-of-pocket expenses. Expenses over [$100] require written approval before Freelancer incurs them.

If Client cancels, postpones, or materially reduces the scope of the project after work has begun, Client agrees to pay a cancellation fee equal to:

• 100% of fees for work completed and delivered as of the cancellation date;
• 20% of the remaining project fees listed in Exhibit A (the "Kill Fee"), as compensation for Freelancer's reserved time and preparation costs.

The Kill Fee is due within 14 days of written notice of cancellation. Work is considered "begun" once Freelancer has completed any research, planning, or preparatory work in connection with the project.

4.1 Work Product. Upon receipt of full payment, Freelancer assigns to Client all right, title, and interest in the Deliverables specifically created for Client under this Agreement, including all intellectual property rights therein.

4.2 IP Conditioned on Payment. No IP transfer occurs until Client has paid all outstanding invoices in full. Until that time, Client has a non-exclusive license to use the Deliverables solely for internal review purposes.

4.3 Freelancer's Pre-Existing Work. Freelancer retains all ownership of pre-existing work, tools, frameworks, libraries, methodologies, and general know-how that Freelancer developed prior to or independently of this Agreement ("Freelancer IP"). To the extent any Deliverable incorporates Freelancer IP, Freelancer grants Client a non-exclusive, perpetual, royalty-free license to use such Freelancer IP solely as incorporated in the Deliverables.

4.4 Third-Party Materials. If Deliverables incorporate third-party materials (stock photos, open-source libraries, fonts), Freelancer will notify Client. Licensing obligations for third-party materials are Client's responsibility.

5.1 Definition. "Confidential Information" means any non-public information disclosed by either Party in connection with this Agreement, including business plans, client data, technical specifications, pricing, and the terms of this Agreement.

5.2 Obligations. Each Party agrees to: (a) hold the other's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; and (c) use it solely for the purposes of this Agreement.

5.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving Party; (b) was already known to the receiving Party prior to disclosure; (c) is independently developed by the receiving Party without use of the Confidential Information; or (d) is required to be disclosed by law, provided the disclosing Party is given reasonable notice.

5.4 Term. Confidentiality obligations survive the termination of this Agreement for a period of 2 years.

Freelancer is an independent contractor, not an employee of Client. Freelancer is responsible for all taxes on compensation received under this Agreement. Freelancer is free to perform services for other clients during the term of this Agreement, provided such work does not create a conflict of interest with the Services described in Exhibit A. Nothing in this Agreement creates a partnership, joint venture, or agency relationship between the Parties.

7.1 Termination for Convenience. Either Party may terminate this Agreement with 7 days' written notice to the other Party.

7.2 Termination for Cause. Either Party may terminate immediately if the other Party materially breaches this Agreement and fails to cure such breach within 7 days of written notice specifying the breach.

7.3 Effect of Termination. Upon termination, Freelancer will invoice Client for all work completed through the termination date, calculated on a pro-rata basis. Client shall pay all outstanding invoices within 14 days. Sections 4 (IP), 5 (Confidentiality), 8 (Limitation of Liability), and 9 (Governing Law) survive termination.

8.1 No Consequential Damages. Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages, regardless of the theory of liability, even if advised of the possibility of such damages.

8.2 Liability Cap. Freelancer's total aggregate liability to Client for any claims under this Agreement shall not exceed the total fees paid by Client to Freelancer in the 3 months preceding the event giving rise to the claim.

9.1 Good-Faith Negotiation. Before initiating any legal action, the Parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days after written notice of the dispute is delivered to the other Party.

9.2 Governing Law. This Agreement shall be governed by the laws of [YOUR STATE / COUNTRY], without regard to its conflict of law provisions.

9.3 Jurisdiction. Any legal proceedings that cannot be resolved through negotiation shall be brought in the courts of [YOUR CITY / JURISDICTION].

10.1 Entire Agreement. This Agreement and Exhibit A constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior discussions, representations, and agreements.

10.2 Amendments. Any modification to this Agreement must be in writing and signed by both Parties.

10.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.4 No Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce it in the future.