Freelance Deel Agreement

FREELANCE DEEL AGREEMENT

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Client Name: desires to engage Freelancer to perform certain services described herein; and

WHEREAS, Freelancer Name: represents that Freelancer has the experience, ability, and resources to perform such services as an independent contractor; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Description of Services: The Freelancer shall provide the services and deliverables described below in a professional and timely manner in accordance with industry standards.

Payment Terms

Compensation: Client shall pay Freelancer the fees set forth below in consideration for the performance of the Scope of Work.

Invoices shall be submitted by Freelancer and are due within days of receipt unless otherwise agreed in writing.

Late Payment: Past due amounts shall accrue interest at a rate of per month (or the maximum legal rate if lower). Additionally, Client shall reimburse Freelancer for reasonable collection costs, including attorneys' fees.

Term and Termination

Term: This Agreement commences on the Effective Date and continues until completion of the Scope of Work or until the End Date set forth below, unless earlier terminated under this Agreement.

Start Date:

End Date (if applicable):

Termination for Cause: Either party may terminate immediately for material breach if the breach remains uncured after written notice and the applicable cure period described above. Upon termination, Client will pay Freelancer for work performed and reimbursable expenses incurred through the effective date of termination.

Confidentiality

The parties acknowledge that during performance of the Scope of Work, each may have access to Confidential Information of the other. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that reasonably should be understood to be confidential.

Each recipient of Confidential Information shall: (a) use the Confidential Information solely for performance under this Agreement; (b) restrict disclosure to employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein; and (c) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Intellectual Property; Work Product

Ownership: All original work product, deliverables, and inventions developed by Freelancer specifically for Client under this Agreement (the "Work Product") shall be deemed work made for hire and assigned to Client upon full payment. To the extent such Work Product does not qualify as a work made for hire, Freelancer hereby irrevocably assigns all right, title and interest to Client. Freelancer retains the right to use general skills, know-how, and experience acquired during performance.

Taxes; Independent Contractor

Independent Contractor: Freelancer is an independent contractor and not an employee, partner, or agent of Client. Freelancer is solely responsible for payment of all federal, state, and local taxes, including income, self-employment, and payroll taxes, and for providing any benefits to Freelancer's employees and subcontractors.

Representations; Indemnification; Limitation of Liability

Representations: Each party represents that it has the authority to enter into this Agreement and that performance will not violate any agreement with a third party.

Indemnification: Freelancer shall indemnify and hold harmless Client from third-party claims arising from Freelancer's gross negligence, willful misconduct, or breach of third-party rights in the Work Product. Client shall indemnify Freelancer for claims arising from Client's misuse of the Work Product or Client-provided materials.

Limitation of Liability: Except for liability resulting from a party's gross negligence or willful misconduct, in no event shall either party's aggregate liability arising out of or related to this Agreement exceed the total amount paid by Client to Freelancer under this Agreement during the twelve (12) months preceding the claim.

Governing Law; Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws rules.

Disputes: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation. If unresolved, the dispute will be resolved by binding arbitration or in the courts of the governing state as selected by the party initiating the action.

Entire Agreement; Amendments

Entire Agreement: This Agreement (including any attachments and the Scope of Work) constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written.

Amendments: Any modification or amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except that Client may assign to an affiliate or in connection with a merger or sale of substantially all its assets.

Notices: Notices shall be sent to the addresses set forth above or to such other address as a party may designate in writing.

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