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Freelance/Work-for-Hire Agreements

Freelance work agreements — also known as independent contractor agreements or consulting agreements — are contracts between independent workers and their customers. They are an important tool for freelancers and their customers to ensure that they are clear about the scope of the work that will be done, timelines, fees and intellectual property ownership.

Components of a Typical Freelance Agreement

Some components of a typical freelance/independent contractor agreement are:

- A Scope of Work (or Statement of Work). The agreement specifies what the contractor will do, including deadlines, milestones and customer acceptance criteria.

- Payment Terms. The agreement states when payment is due, installment payment options if chosen, the cost of revisions, fees for late payment, whether deposits will be paid and what amount, and if/how expenses will be reimbursed.

- Ownership of Work. Particularly important in contracts for creative freelance work and software development, this provision addresses who owns any intellectual property created in the course of the work. Independent contractor agreements often contain language where the contractor assigns (gives) all intellectual property rights to the client.

- Independent Contractor Relationship. This part of the agreement specifies that the relationship between the two parties is that of an independent contractor and client rather than of an employer and employee.

- Confidentiality, Non-Solicitation. For creative or intellectual property-intensive work, independent contractor agreements may contain language requiring the contractor, or both parties, to protect confidential information received from the other party. Either or both parties may also require the other to agree not to solicit their employees with job offers.

- Warranties. The agreement may require the contractor to warrant that their work will not infringe on the intellectual property rights of third parties, and may also provide that the work produced will meet a certain standard of quality.

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