This agreement sets the terms under which an independent freelancer provides services to a client. It is written to keep both sides safe: the client knows exactly what they are buying, and the freelancer is protected on scope, payment, and ownership.

1. Parties and services

Freelancer full name (the "Freelancer") will provide the following services to Client name (the "Client"): Description of services.

1. The deliverables, milestones, and any exclusions are listed in the attached scope of work. Work not listed there is out of scope.
2. Work begins on Start date and the estimated completion date is Estimated completion date. Dates shift day-for-day when Client feedback or materials arrive late.

2. Fees and payment

1. The fee for the services is Fee and currency, structured as follows: Payment schedule.
2. A non-refundable deposit of Deposit amount is due before work begins. The Freelancer is not obligated to start, or to reserve capacity, until it is received.
3. Invoices are due within Payment term in days days of the invoice date. Overdue amounts accrue interest at Monthly late interest rate per month or the maximum allowed by law, whichever is lower.
4. If any invoice is more than fourteen days overdue, the Freelancer may pause work and delivery until the account is current. Paused time extends every deadline.

3. Revisions and approvals

1. The fee includes up to Number of revision rounds rounds of revisions per deliverable. Additional rounds, or changes requested after approval, are billed at Hourly rate for extra work per hour or under a signed change order.
2. A deliverable is deemed accepted when the Client approves it in writing or does not send consolidated written feedback within five business days of delivery.

4. Client responsibilities

The Client will provide the content, access, feedback, and approvals the Freelancer reasonably requests, consolidated into a single response per round, and will designate one person authorized to approve work.

5. Cancellation and kill fee

1. Either party may end this agreement with written notice.
2. If the Client cancels or pauses the project for more than thirty days, the Client will pay for all work completed to date plus a kill fee of Kill fee amount or percentage, reflecting reserved capacity and turned-away work. The deposit is credited against these amounts but is not refundable.
3. If the Freelancer ends the agreement without cause, the Freelancer will refund any amounts paid for work not yet delivered and hand over accepted work.

6. Intellectual property

1. Upon receipt of full payment of every amount due, the Freelancer assigns to the Client the rights in the final delivered work product. Until full payment, all work remains the property of the Freelancer and the Client has no license to use it.
2. The Freelancer keeps ownership of pre-existing tools, code libraries, templates, and know-how, and grants the Client a non-exclusive license to use them as embedded in the deliverables.
3. The Freelancer may display the finished work in portfolios and pitches unless the parties agree otherwise in writing.

7. Confidentiality

Each party will keep the other's non-public business information confidential and use it only for this project. This obligation survives the end of the agreement for two years.

8. Independent contractor

The Freelancer is an independent contractor, not an employee, agent, or partner of the Client. The Freelancer controls how and where the services are performed, may work for other clients, and is responsible for their own taxes, equipment, and insurance.

9. Warranties and liability

1. The Freelancer warrants that the deliverables will be original work and will materially match the agreed scope. The Client warrants that materials it supplies do not infringe third-party rights.
2. Neither party is liable for indirect or consequential damages. Each party's total liability under this agreement is capped at the fees actually paid.

10. General

This agreement is the entire understanding between the parties about the project and can only be changed in a writing signed by both. If any clause is unenforceable, the rest remain in effect. Notices may be sent by email to the addresses each party provides.

Signatures

Client: ✍ Client signature Date: Client signature date

Freelancer: ✍ Freelancer signature Date: Freelancer signature date