Free Freelance Contract Creator - Create Online

Freelance Contract

This Freelance Contract ("Agreement") is entered into as of [Date], by and between TechSolutions, Inc., a [State] corporation, with its principal place of business located at [Address] ("Client") and CreativeTech Freelancers, LLC, a [State] limited liability company, with its principal place of business located at [Address] ("Freelancer").

1. Scope of Work

1.1. Services Provided

Client hereby engages Freelancer to provide graphic design and branding services as described herein ("Services"). The Services include, but are not limited to, creation of marketing materials, logo design, and development of visual content for Client's online and offline promotional materials. Freelancer agrees to perform the Services in a professional and workmanlike manner to the best of their abilities, and in accordance with applicable laws and industry standards.

1.2. Project Scope and Deliverables

The specific scope, deliverables, and timelines for the Services shall be as set forth in Exhibit A attached hereto and incorporated herein by reference (the "Project"). Freelancer agrees to provide all necessary creative, technical, and professional services required to complete the Project in a timely manner. Deliverables shall be deemed accepted by Client upon receipt unless Client provides written notice of rejection and reasons therefor within five (5) business days of receipt.

2. Compensation

2.1. Payment Terms

Client shall pay Freelancer a total fee of $[Fee] for the Project, as specified in Exhibit A. Payments shall be made in accordance with the following schedule:

• 25% of the total fee upon signing of this Agreement ($[Initial Payment]).


• 25% upon completion of design and approval of marketing materials ($[Progress Payment]).


• 50% upon final completion of the Project and delivery of all Deliverables ($[Final Payment]).

Client shall pay invoices issued by Freelancer within thirty (30) days of receipt, unless otherwise agreed in writing by the Parties. All payments shall be made in U.S. dollars.

2.2. Expenses

Freelancer shall be responsible for all expenses incurred in connection with performing the Services, unless otherwise approved in writing in advance by Client.

3. Intellectual Property

3.1. Ownership

Upon receipt of full payment, Freelancer hereby assigns and transfers to Client all rights, title, and interest in the Deliverables, including but not limited to copyrights, trademarks, and other intellectual property rights. Freelancer shall execute such further documents as may be reasonably necessary to confirm such assignment.

3.2. License to Freelancer

Client hereby grants, to the extent permitted by law, to Freelancer a non-exclusive, royalty-free license to use any materials created in connection with this Agreement for Freelancer's portfolio and promotional purposes only. Freelancer acknowledges that it shall not make any other use of the Deliverables without obtaining Client's prior written consent.

4. Term and Termination

4.1. Term

This Agreement shall commence on the Effective Date and shall continue until the completion of the Project, unless terminated earlier as provided herein. The Parties may terminate this Agreement earlier in accordance with the termination provisions in this Section.

4.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice to the other Party. In the event of such termination, Client shall pay Freelancer for all Services performed and expenses incurred up to the date of termination.

4.3. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party breaches any material term of this Agreement and fails to cure such breach within ten (10) days after receipt of written notice thereof.

5. Representation and Warranties

5.1. Freelancer Representations and Warranties

Freelancer represents and warrants that:

1. it possesses the skills, qualifications, and resources necessary to perform the Services described herein;


2. it shall comply with all applicable federal, state, and local laws and regulations in the performance of the Services;


3. the Deliverables will be original work and will not infringe upon any third party's intellectual property rights; and


4. it shall not disclose any confidential information received from Client to any third party without Client's prior written consent.

5.2. Client Representations and Warranties

Client represents and warrants that:

1. it has the right to enter into this Agreement and perform its obligations hereunder;


2. it shall provide necessary assistance, direction, and materials required for Freelancer to complete the Project in accordance with this Agreement;


3. it has full right and authority to use and permit Freelancer to use any intellectual property provided by Client for the purpose of the Services;


4. it shall not provide any materials to Freelancer that infringe upon any third party's intellectual property rights; and


5. it shall comply with all applicable federal, state, and local laws and regulations in the performance of its obligations under this Agreement.

6. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR DAMAGES ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CLIENT TO FREELANCER HEREUNDER.

7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [Governing State], without reference to conflicts of law principles. Any dispute arising out of or in connection with this Agreement shall be submitted to binding arbitration under the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8. Miscellaneous

8.1. Entire Agreement

This Agreement, together with Exhibit A and any other attachments hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior transactions, understandings, and agreements between the Parties, whether written or oral.

8.2. Modification

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any right or remedy under this Agreement shall be effective unless in writing and signed by the Party granting such waiver.

8.3. Independent Contractor Status

Freelancer is an independent contractor and not an employee, agent, partner, or joint venture of Client. Freelancer shall be responsible for all taxes, insurance, and other benefits as required by law in connection with its performance under this Agreement.

8.4. Assignment

Neither Party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

8.5. Severability

If any part of this Agreement is held to be invalid, illegal, or unenforceable, the remaining parts shall continue in full force and effect.

8.6. Notices

Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally or upon receipt if sent by certified or registered mail, postage prepaid, return receipt requested, to the addresses stated above or to any other address designated in writing by either Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

_______________________________

Name: [Name]

Title: [Title]

TechSolutions, Inc.

_______________________________

Name: [Name]

Title: [Title]

CreativeTech Freelancers, LLC