Freelance Services Agreement

Freelance Services Agreement

This Freelance Services Agreement ("Agreement") is entered into as of by and between Client Name: with principal place of business at , and Freelancer Name: with business address at .

RECITALS

WHEREAS, Client desires to engage Freelancer to perform certain services described in this Agreement, and Freelancer has the professional skill and experience to perform such services;

WHEREAS, Freelancer is an independent contractor and not an employee of Client, and Freelancer will provide services under the terms and conditions set forth herein;

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the engagement and delivery of work product.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

1.1 Scope of Services. Freelancer shall perform the services described in the Scope of Work attached to this Agreement or as described below. The parties may update the scope by written amendment in accordance with Section 13.

2. Term

2.1 Term. This Agreement commences on the effective date set forth above and shall continue until the services are completed or the Agreement is terminated in accordance with Section 11.

3. Compensation

3.1 Fees. Client shall pay Freelancer the fees set forth below for the services rendered. Fees shall be calculated and paid in accordance with the payment schedule set forth in Section 4.

4. Invoices and Payment

4.1 Invoicing. Freelancer shall submit invoices in accordance with the schedule set forth below. Unless otherwise agreed in writing, Client shall pay undisputed invoices within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Expenses pre-approved in writing by Client shall be reimbursed upon submission of receipted documentation.

5. Independent Contractor; Taxes

5.1 Independent Contractor. Freelancer is an independent contractor and not an employee, agent, or partner of Client. Freelancer shall be solely responsible for all federal, state and local taxes, insurance premiums, and other obligations arising from compensation paid to Freelancer.

6. Confidentiality

6.1 Confidential Information. Each party shall hold in confidence all confidential or proprietary information disclosed by the other party and shall not disclose such information to third parties except as required to perform the services or as required by law. Confidential information does not include information that becomes public through no fault of the receiving party.

6.2 Return of Materials. Upon termination of this Agreement, each party shall return or destroy the other party's confidential materials and certify such return or destruction upon request.

7. Ownership and Intellectual Property

7.1 Work Product. Subject to full payment of all fees due hereunder, Freelancer hereby assigns to Client all right, title and interest in and to the deliverables and work product created specifically for Client under this Agreement. Freelancer retains all rights in Freelancer's pre-existing materials and background intellectual property, which are licensed to Client on a non-exclusive, non-transferable basis solely to the extent incorporated in the deliverables.

7.2 Moral Rights. To the extent permitted by applicable law, Freelancer hereby waives and agrees not to assert any moral rights in the work product.

8. Warranties; Disclaimers

8.1 Freelancer Warranty. Freelancer warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. Freelancer's sole obligation and Client's exclusive remedy for breach of this warranty shall be re-performance of the nonconforming services at no additional cost or, if Freelancer cannot cure, a refund of fees paid for the nonconforming services.

8.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 8.1, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND FREELANCER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9. Indemnification; Limitation of Liability

9.1 Indemnification by Freelancer. Freelancer shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Freelancer's negligent acts, willful misconduct, or breach of Section 7 (Ownership) or Section 6 (Confidentiality).

9.2 Limitation of Liability. EXCEPT FOR LIABILITY ARISING FROM A BREACH OF SECTION 6 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.

10. Insurance

10.1 Insurance. Freelancer shall maintain, at Freelancer's expense, insurance coverage appropriate to the services performed, including commercial general liability and professional liability where applicable. Upon request, Freelancer shall provide certificates of insurance evidencing such coverage.

11. Termination

11.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon ten (10) days' prior written notice to the other party. Client shall pay Freelancer for all services performed and approved expenses incurred through the effective date of termination.

11.2 Termination for Cause. Either party may terminate for material breach by the other party if such breach remains uncured thirty (30) days after written notice specifying the breach.

12. Notices

12.1 Notices. All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or such other address as either party may specify by written notice in accordance with this Section.

13. Amendments; Waiver; Counterparts

13.1 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

13.2 Waiver. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and execution by facsimile or electronic image of a signature shall be deemed an original signature.

14. Governing Law; Entire Agreement; Severability

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law.

14.2 Entire Agreement. This Agreement, including any exhibits and attachments hereto, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous Provisions

15.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Client may assign this Agreement in connection with a sale of substantially all of its assets or stock.

15.2 Remedies. The parties acknowledge that a breach of Section 6 or Section 7 may cause irreparable harm for which monetary damages may be inadequate and that injunctive relief may be an appropriate remedy in addition to other remedies.

EXHIBIT A — DELIVERABLES & SCHEDULE

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