Freelance Time Contract

FREELANCE TIME CONTRACT

This Freelance Time Contract (the "Agreement") is made effective as of between Client Name: and Freelancer Name: .

WHEREAS

WHEREAS, Client requires professional time-based services within the scope described below; and

WHEREAS, Freelancer represents that Freelancer has the necessary skills, experience, and resources to perform such services as an independent contractor and agrees to provide services under the terms set forth in this Agreement;

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

PARTY CONTACT INFORMATION

SCOPE OF WORK

Freelancer shall provide time-based services and related deliverables as described below. Services shall be performed in a professional manner in accordance with industry standards and the schedule agreed by the parties.

PAYMENT TERMS

Compensation for services shall be as set forth below. Unless otherwise specified in a written amendment signed by both parties, fees for time worked will be calculated as follows.

TIME TRACKING AND INVOICING

Freelancer will maintain contemporaneous time records documenting hours worked, tasks performed, and dates. Client may request copies of time records. Invoices will itemize hours, rates, and expenses.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues through End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective date of termination. Termination for cause may be immediate for material breach that is not cured within a reasonable cure period where applicable.

CONFIDENTIALITY

The parties acknowledge that in connection with performance under this Agreement, each may receive Confidential Information of the other. "Confidential Information" means non-public business, technical, financial, and other information that a reasonable person would understand to be confidential.

Each recipient shall (a) hold Confidential Information in confidence, (b) use it only for performance of this Agreement, and (c) not disclose it to third parties except to employees or contractors who have a need to know and are bound to confidentiality obligations no less protective than this clause. Confidential obligations survive termination for a period of years, except as required by law.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, all original deliverables created by Freelancer specifically for Client under this Agreement and paid in full shall be deemed assignments of ownership to Client upon payment. Freelancer retains no rights in deliverables except to use anonymized work samples where Client's confidential information is not disclosed.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend, and hold harmless the other from third-party claims arising from that party's gross negligence, willful misconduct, or material breach of representations and warranties in this Agreement. Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability to the other shall be limited to the total fees paid by Client to Freelancer under this Agreement during the six (6) months preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the parties and supersedes all prior proposals, negotiations, agreements and communications, whether oral or written, relating to the subject matter hereof. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

The relationship of the parties is that of independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship. If any provision is found unenforceable, the remainder shall survive.

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