FREELANCE AGREEMENT

This Freelance Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE FREELANCER], having registered office at [INSERT THE ADDRESS OF THE FREELANCER] (hereinafter referred to as the “Freelancer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Client” and the “Freelancer” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Freelancer is engaged in providing certain required services to the Client.
2. The Freelancer possesses the necessary skills, expertise, qualifications to provide the requested services.
3. The Client desires to engage the services of Freelancer for completion of certain work.
4. The Client and Freelancer mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Freelancer” shall mean an individual who is engaged in providing certain contracting services.
   2. “Client” shall mean an individual or entity who hires the Freelancer for the completion of a specific work.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM PERIOD FOR WHICH THE AGREEMENT CONTINUES], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE PERIOD WITHIN WHICH EITHER PARTY HAS RIGHT TO TERMINATE CONTRACT BY GIVING WRITTEN NOTICE] days.
   3. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
3. SCOPE OF WORK
   1. The Freelancer agrees to perform the services mentioned in Exhibit-A, in connection with the services provided the Freelancer shall deliver the required deliverables to the Client.
   2. The Freelancer shall complete the services and deliver the deliverables according to the timeline as agreed upon by both the parties.
   3. The Client has no right to assign any other services to the Freelancer other than as specifically mentioned in this Agreement.
4. PAYMENT
   1. The Client shall pay a maximum total of [INSERT THE MAXIMUM TOTAL AMOUNT TO BE PAID BY THE CLIENT] plus any other taxes imposed by any federal, state or local government and any other amounts owed under this Agreement to the Freelancer after the Completion of the work.
   2.  A deposit of [INSERT THE TOTAL AMOUNT REQUIRED TO COMMENCE THE WORK] of the total amount is required to commence the Work. All payments made to the Freelancer under this Agreement must be in [INSERT THE CURRENCY IN WHICH PAYMENTS ARE TO BE MADE].
5. INDEPENDENT CONTRACTOR
   1. The Freelancer acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the Client. The Client will provide with the details of the Services it wants from the Freelancer to undertake and perform henceforth. The Client shall not provide any fringe benefits to the Freelancer.
   2. The Freelancer may engage or assign other subcontractors to assist in performing the services, provided that the Freelancer remains responsible for the quality and timeliness of the sub-contractor’s work.
6. FREELANCER’S OBLIGATION
   1. The Freelancer shall diligently and professionally in good-faith perform the services as mentioned in Exhibit-A.
   2. The Freelancer shall exercise due-care and skill in executing the tasks and adhere to industry best practices. The Freelancer will not take any training from the Client on how to perform the services.
   3. The Freelancer shall be available to offer consultation and support to address any related inquiries or concerns raised by the Client during the term of this agreement and for a period of [months] after the completion of such services.
   4. The Freelancer shall keep a record of all the services performed and provide such documentation to the Client upon request.
   5. The Freelancer shall not disclose any confidential information of the Client to any third-party without the prior permission of the Client.
7. CLIENT’S OBLIGATION
   1. The Client shall provide timely payments to the Freelancer for the services as per the agreed terms and conditions..
   2. The Client shall not interfere with the Freelancer's work or activities, allowing the Freelancer to perform the Services as they see fit, provided that the results meet the agreed-upon quality standards.
   3.  The Client shall provide constructive feedback on the Freelancer's performance and deliverables, facilitating any necessary adjustments or improvements. If the Client wishes to modify the Scope of Work or the Services, the Client shall discuss such changes with the Freelancer and agree on the appropriate adjustments to the timeline and compensation.
8. REPRESENTATION AND WARRANTIES
   1. Both Client and Freelancer represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. Freelancer represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Client’s guidelines and specifications and with the standard of care prevailing in the industry.
   3. The Freelancer warrants that any third-party materials used in the Work, such as stock images or software components, are properly licensed, and the usage rights have been obtained. The Freelancer agrees to indemnify and hold the Client harmless from any claims related to unauthorized use of third-party materials.
9. LIMITATION OF LIABILITY
   1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the freelancer by client.
10. INTELLECTUAL PROPERTY RIGHTS
    1. Any modifications, adaptations, or derivative works based on the original work shall also be the property of the Client, and the Freelancer shall not use, reproduce, or distribute such modifications without the Client's explicit written consent.
    2. The Freelancer may not have any right in any of the Client’s intellectual property, except for the limited use which is for the benefit of the client.
11. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
12. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
13. NON-COMPETE
    1. The Freelancer agrees and covenants that during the term of this Agreement, and for a period of [INSERT THE YEARS OR MONTHS AFTER TERMINATION OF AGREEMENT FOR WHICH NON COMPETE CLAUSE SHALL APPLY ] following the termination of this Agreement, Freelancer will not, directly or indirectly, perform or engage in the same or similar activities as were performed for Client for any business that is directly or indirectly in competition with Client.
14. FORCE MAJEURE
    1. No failure or omission by the Freelancer or the Client in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Freelancer or the Client, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [MENTION THE COUNTRY/STATE WHOSE LAWS WILL BE APPLICABLE] .
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Freelancer and Client. 
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION CASE OF DISPUTES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Freelancer: [INSERT THE EMAIL ID OR/AND ADDRESS OF FREELANCER]
       2. If to the Client: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT CITY or COUNTRY WHERE ARBITRATION PROCEEDINGS SHALL APPLY] then in force.
18. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be english.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Freelancer

Name: [INSERT THE NAME OF FREELANCER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH FREELANCER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH FREELANCER SIGNS THE AGREEMENT]

EXHIBIT-A

(DESCRIPTION OF SERVICES)

[MENTION SERVICES]