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Client Freelancer agreement

Client Freelancer agreement

Every day, thousands of clients and freelancers meet online to work together on projects. However, there is no standard agreement that can be used in these situations. This results in a lot of confusion about what each party can expect from the other, and it often leads to misunderstandings or even legal disputes. The Client Freelancer Agreement (CFA) is an easy-to-use contract template designed specifically for digital services businesses like web design agencies who are hiring freelance developers, designers, or copywriters to work with their clients. By using this CFA you will ensure that your relationship with your freelancers runs smoothly while protecting yourself against any possible issues that may arise during the project development process.

What is a Client Freelancer Agreement?

A Client-Freelancer Agreement, also known as a CFA or Freelance Agreement, is a legal document that establishes the terms and conditions of business between a client and an individual freelancer. In other words, it's a contract that defines the relationship between you and your freelancer. Without one, there is no way to protect yourself from financial loss or legal disputes.

Alternative names for a Client Freelancer Agreement:

A client freelancer agreement can also be referred to as a:

  1. - Freelance contract
  2. - Private freelancer agreement
  3. - Independent contractor agreement templates
  4. - Digital services agreement

Why should you use a CFA?

There are many reasons why using a written agreement is advantageous to both yourself and your freelancers: By making an official agreement with your freelancers, you will be able to easily determine who owns the rights to work produced during the project, who is responsible for what tasks, whether or not you are allowed to use your freelancer's work after the completion of the project, and more. This will help you avoid most potential problems in your relationship with your freelancers by establishing clear boundaries from the start.

When should you create a CFA?

Since a CFA can help resolve issues that may arise during the project development process, it is recommended to create one before you hire your freelancer. That way, if any problems or disagreements do come up later on in the project, you will have a clear idea of how to solve these issues and move forward with your business relationship. What's more, you will already have a written agreement in place if your freelancer suddenly decides to stop working on the project.

What Should be Included in a Client Freelancer Agreement?

A CFA should include the following information in order to protect both you and your freelancer:

1. Client information - Client's name, company name (if any), email address, telephone number, address, etc. This information is important as it establishes the Client's identity and helps establish Client's rights to protect intellectual property created during the development process.

2. Freelancer information - Freelancer name, company name (if any), email address, telephone number, address, etc. This information is important because it establishes the Freelancer's identity and helps establish Client's rights to protect intellectual property created during the development process. Client has a right to ask for Freelancer's ID or any other documents that prove Freelancer is who they say they are. For example, Client might require Freelancer to attach scanned copies of his/her driver license and an official business certificate with the signed contract before beginning work. Client should be aware of Freelancer's full legal name in order to determine whether he/she is legally authorized to sign the CFA for this business or not.

3. The scope of work - This section defines what tasks are included in the project along with approximate timeframes. Client should clearly define all deliverables due to Freelancer and set a timeframe for completion. Client should also include clauses that specify the Client's rights to copyright and control over any materials created during the project, as well as anything else that is important for both parties to know.

4. Client requirements - This section of the CFA defines Client requirements from the Client-side. Client should clearly define any requirements that Freelancer needs to know about in order to perform the project successfully such as Client's expectations for deliverables and other specifications.

5. Client contact - This section of the CFA defines how both Client and Freelancer will communicate with each other throughout the development process, which is important for Client-Freelancer relationship. This includes defining what information Client can expect to receive from Freelancer, how often Client may contact Freelancer, and so on.

6. Non-disclosure agreement - This section defines confidentiality requirements that are important for both Client and Freelancer to know about in order not to divulge Client's sensitive information. This section may also specify what Client considers confidential and should not be disclosed to third parties, such as Client's trade secrets or other information that if revealed could cause damage to Client business.

7. Intellectual property ownership - This section defines the rights Client has over any intellectual property created during the project development process, whether Client created it himself or obtained it through the development process. Client should specify precisely which materials Client owns and what rights Client has to control them after work is completed.

8. Client's cancellation policy - This section defines how much notice Client needs in order to cancel the project, whether Freelancer will be entitled for compensation if Client cancels, Client's cancellation policy during certain circumstances, etc. Client should make sure Client is completely clear on how much notice Client needs in order to be able to cancel the project and what type of compensation Freelancer will be entitled to.

9. Client's non-competition clause - This section defines Client's rights after the Client-Freelancer relationship is over. Client may need a non-competition clause for a variety of business reasons, such as Client's desire to establish Client's own trade secrets and Client wants to prevent Freelancer from using information obtained during the project or Client wants to have Client work exclusively on Client projects once the project with Client is completed.

Client should make sure Client is completely clear on Client's requirement and Freelancer's obligation regarding Client's non-competition clause before signing the CFA.

10. Arbitration - This section specifies if either party has a dispute with another, Client may require that disputes be mediated by a third party rather than going to court. Client may require Client and Freelancer submit all disputes to binding arbitration rather than seek relief in a court of law.

Client should clearly define the type of dispute Client wishes to submit to arbitration, how Client and Freelancer will select the arbitrator, the rules by which Client and Freelancer agree the arbitration will be governed (such as American Arbitration Association rules), Client's appointment of the arbitrator, Client's authority to enter into arbitration, Client's financial obligation in arbitration including Client's obligation to advance litigation costs and ultimately pay them back if Client wins the dispute, Client arbitrator's decision on Client-Freelancer relationship after arbitration is over, etc.

11. Client's right to review - Client may want Client to have the opportunity to review Freelancer's work product before Client releases payment, which is another reason why it is important for Client and Freelancer to have a clause that clearly defines Client's rights regarding Freelancer's deliverables. This section should specify how many rounds of revisions Client will be allowed to make before Client is entitled to terminate Freelancer.

12. Client's payment policy - Client should specify Client's payment requirements, such as how much Client shall pay per hour or per deliverable, whether Client will issue an interim payment during the project, etc. Client should make sure Client is completely clear on Client's requirements. Client should also make sure Client understands Freelancer's payment requirements.

13. Client confidentiality - Client may have confidential information that Client wishes to keep secret, which is another reason why it is important for Client and Freelancer to have a clause that clearly defines Client's rights regarding Client-Freelancer relationship after Client-Freelancer relationship is over. Client should make sure Client requirements are clearly defined.

14. Freelancer's confidentiality - Client may have confidential information that Client wishes to keep secret, which is another reason why it is important for Client and Freelancer to have a clause that clearly defines Client's rights regarding Client-Freelancer relationship after Client-Freelancer relationship is over. Client should make sure Client requirements are clearly defined.

15. Client's ownership of work product - This section specifies Client now owns all rights to everything that Freelancer created under the agreement or which Client later acquires and assigns to Client (via, for example, a written instrument of Client). Client should make sure Client requirements are clearly defined.

16. Client indemnification - Client agrees to pay any damages or costs that arise out of Client's breach of the agreement, including Client termination of Freelancer without cause pursuant to IRC section Code Section 71(b)(2) (see subparagraph 9(a)). Client should make sure Client requirements are clearly defined.

Sample Client Freelancer Agreement

Here is a sample Client Freelancer Agreement:

This agreement (the "Agreement") is entered into as of (date) between (Client Name), a (State of Incorporation) corporation, with offices at (address) and (Freelancer)with offices at . This Agreement will become effective on the date that both parties sign it. This Agreement may be executed in counterparts, and by and between more than one party, each of which will be deemed an original and all of which together shall constitute the same instrument.

1. Services. Freelancer agrees to perform services (the "Services") for Client in connection with the following subject matter (collectively, the "Subject Matter"): (Describe the general topic of the services here. For instance, if the subject matter is "Website Design", then describe your site design specifically).

Freelancer agrees and acknowledges that (he/she) will create (his/her) own unique work product (the "Work Product") based on Client's specifications and under Client supervision. Freelancer agrees that all Work Product created will be either a work for hire or a work made for hire and Freelancer hereby assigns all right, title and interest to the Work Product. Freelancer agrees to perform services with due care and attention, in accordance with industry standards within the United States.

2. Project Timing; Communication. Client shall provide Freelancer a timetable and a statement of requirements for completion of the Services, which may be changed from time to time by written specification. Freelancer agrees to communicate with Client in a timely manner based on the conditions set forth by Client.

3. Payment Terms; Expenses. In consideration for services rendered under this Agreement, Client agrees to pay Freelancer for the Services as follows: (Describe payment terms here).

Cancellation . If Client terminates the services for this project without cause pursuant to IRC section Code Section 71(b)(2), Client will pay all expenses incurred by Freelancer up to and including termination date.

4. Non Solicitation . Freelancer agrees not to solicit or encourage any of Client's employees to leave their employment with Client for at least one (1) year following the fulfillment of this Agreement.

5. Arbitration . Any controversy, claim or dispute arising out of or relating to this agreement will be settled exclusively by arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The judgment of the arbitrator(s) may be entered in any court having jurisdiction thereof.

Any arbitration will take place at AAA's New York, NY office or other mutually agreeable location. Each party shall bear its own costs (including attorney fees) for any such arbitration, and the prevailing party is entitled to an award of costs and reasonable attorney fees.

However, if Client recovers an award greater than $5,000.00 then Freelancer agrees that any arbitration must take place in Spokane County, WA.

6. Independent Contractor . No provision of this Agreement shall be construed as creating, expanding or diminishing in any way the relationship between Freelancer and Client with respect to any other provision of this Agreement. The parties intend that Freelancer shall be treated as an independent contractor, and nothing contained herein shall be construed to create a partnership or joint venture between the parties.

7. Disclaimer of Warranties . Freelancer hereby disclaims all warranties, express, implied or otherwise. Client agrees that Freelancer will not be liable for damages of any kind related to this Agreement.

8. Indemnification . Client shall indemnify and hold Freelancer harmless from any claim, demand or damage made by a third party resulting from the provision of Services by Freelancer to Client under this Agreement.

9. Miscellaneous . This Agreement constitutes the entire agreement of the parties with respect to services performed for Client. All other agreements, understandings and representations not set forth here are void. No modification of this Agreement shall be binding upon either party unless made in writing and signed by a duly authorized representative of each party. All modifications of this Agreement shall be effective only upon written approval by all parties. Freelancer is not authorized to enter into any written or oral (other than expressly provided herein) representations relating to the matter dealt with in this Agreement without express written permission of Client.


(Print Name)



(Print Name)


Frequently Asked Questions

1: What is a contract?

A contract is a promise or set of promises that the law will enforce. The person who makes the promise is called the "promisor." The person to whom the promise is made is called the "promisee" if he/she/it expects to gain something from the promisor's performance, and may be called a "creditor" if he/she/it will be harmed by the promisor's failure to perform.

2: What is an agreement?

An agreement is a contract, and many contracts are called agreements--but the term agreement also has other meanings. For example, some contracts do not fit any of the definitions of "contract" used in law. These are not contracts but agreements.

3: What is the difference between a contract and an agreement?

A contract is a type of agreement, but an agreement may be many other things, too. An agreement can also be called words spoken or written or simply understood, or it can be expressed by showing the intent to agree, or it can even be implied in some way by conduct alone.

4: What is a written contract?

A contract with a writing attached to it is called an "integrated agreement." There are other types of integrated agreements (e.g., if you offer to purchase something and the seller accepts by e-mail or fax, then a signed copy of that e-mail or fax constitutes the entire agreement even though this was all that there was), but most agreements are not integrated in this way. An oral contract is one with no writing attached to it.

5: What is an implied contract?

An implied contract is a promise which you, as a court or as a jury, must infer from your interpretation of the evidence. For example, if I type "I will sell my old car to anyone who pays me $1000" and put it on Craigslist for sale, this is an offer to enter into a contract with anyone who accepts by either sending me $1000 or taking possession of the car. If you do either of those things, I will be required to sell you my car for $1000. This is an "accepted offer." It becomes a contract as soon as I get your payment or you take possession of the car and you keep it for some period of time (any amount of time works). If you keep the car for 30 days, there is a contract in place. If I call you up and say that I don't want to sell my car after all, then no contract.

6: What are the elements of an enforceable contract?

An enforceable contract has seven elements. These seven are: (1) an agreement; (2) with a sufficient legal purpose; (3) in lawful consideration of the parties' promises; (4) by parties competent to contract, who assented to be bound and were not minors or under other legal disabilities at the time they made their promises; (5) which was sufficiently definite so that its terms could fairly be understood by a court; (6) where the parties offered something of value, expecting to receive a return benefit in exchange for that thing of value; and (7) which occurred at some identifiable time and place.

7: When would I need to have a written agreement?

It is generally advisable to have written agreements. For example, if you are the employee of a company, then your employer will probably ask you to sign an "employment agreement" that sets out your compensation and other conditions by which the company promises to give you certain benefits for working for them.

Another reason why it's usually advisable to have a written agreement is that courts and juries don't like to have to figure out what the parties intended by their conduct. If you (as a party) want to enforce an oral contract, then the court will almost always require you to prove your case with extrinsic evidence (evidence outside of what was said or done). For example, if I (as a party) want to prove that you owe me $1000, then I'm going to have to bring in some other evidence like a canceled check or some other writing that shows that I paid you. It can be very difficult for people who do not keep good records to prove their case on the "basis of course of dealing" or the "basis of custom."

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