As the world of work continues to change in unpredictable ways, a lot of people are relying on freelance gigs. If you’re new to the freelance world, it’s important that you write a good contract for your services. As a freelancer, you’re assuming a lot of risk; people in traditional employer/employee relationships have more stability and benefits on average.
Your contract doesn’t have to be complicated or even technical. It just needs to unambiguously state the terms of your services. Include the following:
- An introductory paragraph that states the date, and the names and addresses of each party. For example, “This contract is made as of this [date] day of [month], [year] by and between [Client Name] located at [Client Address] (“Client”) and [Freelancer Name] located at [Freelancer Address] (“Independent Contractor”).
- A detailed description of the services you’ll provide. Include the scope of the work and timeframe for deliverables. State how many rounds of revision are included and the rate for further revisions. State who is responsible (generally the client) for the accuracy of the information contained in the work and for checking the final product for errors.
- Compensation. Be explicit about what you’ll be paid and when. Include payment terms and options and any billing phases you’ve agreed to. State whether you’ll be reimbursed for expenses and what those might be. It would also behoove you to add a kill fee clause, or at least a non-refundable deposit, meaning that if the client decides not to fulfill the contract, you will still be paid a certain percentage of the price.
- Copyright/Ownership of Work. Here you will want to specify whether this a work for hire or if you are leasing its use to the client. In general, it is beneficial to the client to obtain all rights and to the freelancer to retain them. As the creator of a work, you automatically hold all rights to it. In practical terms, what all of this means is that the more they pay you, the more rights you grant them. In general, they will not want you reselling the work to someone else or continuing to make money off of it, which is usually reasonable. In most cases, even when the work is specifically done for the client and you won’t be using it again, you can negotiate the right to at least use it in your portfolio.
- A statement that you are an independent contractor and that there is no employee/employer relationship. They don’t have to pay payroll taxes on you, you don’t have to do what they say beyond what is required by the contract, etc.
- Term and Termination. This is how long the contract is for (unless it is a one-time job), how either party can end the contract, and how much notice is required.
- Governing law. This is what country and/or state’s laws govern the contract.
- A statement that any amendments have to be signed by both parties to be valid.
- Optional Clauses:
Noncompete and Non-Solicit: A lot of clients will want you to sign these. They basically specify a period of time during which you agree to not work for competing businesses or compete with the client directly by wooing away their customers, employees, or vendors. While this is sometimes reasonable, depending on the work, make sure you get paid for what you give up. If, for example, you only provide services to people in one particular industry, it would take a pretty big chunk of change for you to not provide service to anyone else in that industry for several months.
Dispute Resolution: Here is where you can specify that disputes will be settled by mediation or arbitration, if both parties are open to that idea.
It’s important that you spell things out as clearly as possible to avoid misunderstandings and manage expectations. A good contract is especially useful if you ever end up in a legal dispute, but it’s also important so that both you and the client will be happy with the relationship. Additionally, it can be a good negotiating tool. If you ever work for a client who has a standard contract in use that is much more favorable to them than to freelancers, showing up with a contract of your own can often work to your advantage. Saying, “This is my standard contract. Maybe we can meet in the middle” is more powerful than just trying to talk them out of their standard procedures.
Substance and Style 