Sample Contracts, NDAs, Non-Compete for Outsourced workers (8)
Sample Contracts, NDAs, Non-Compete for Outsourced workers
Tomorrow I am going to hire full time from the Philippines for the first time 
Lots of contract variations on google, but since we STMers all have very similar requirements I'm hoping maybe someone can share his contract template(s) here or privately via PM? Or a link to a good website with an "allround package"? I am aware that NDAs won't do much, but I'd expect the psychological effect to be well worth it.
Cheers!
p.s.
What's the best method to pay employees form the Philippines right now? I heard paypal makes problems, western union the best option?
Two questions:
What are the chances of a freelancer in the Philippines competing with you?
And if he does, what are your chances of enforcing a NDA in the Philippines?
I'd hire via Upwork et al, way easier for both parties.
I go through onlinejobs.ph which is pretty good if you are clear what you want the person to do. I never bother with a contract as its mainly grunt work and they could never compete as they only know one small part of the jigsaw which is the best way of doing things. A contract would be pretty much unenforceable anyway so keep control by what they are given to do.
If I was to hire a "right hand (wo)man" then it would be someone in person and not remotely and then you get into the realms of contracts etc.
Initially its best to hire 3 or 4 on a trial basis and out of that you will probably get one decent one but when you get the right person I have found Filipino's to be extremely loyal and hard working. Make it clear whats expected and when and they will do everything they can to make it happen.
I use Paypal which is what most of them like and pay them as soon as its requested, whether that be weekly or whatever. Never ever delay payment as for some people it is the sole source of income to support and extended family. It's also good to add bonuses along the way when you feel they have done a good job as it's really appreciated.
They can also go missing in action on occasions but this is usually down to weather or internet issues and is usually nothing to worry about.
Like anything in life, treat others like you would like to be treated and you won't go far wrong. 
Here are some consulting agreement templates from docracy you can use for outsourcers on platforms like Odesk
CONSULTING AGREEMENT (for Services)
Effective for the duration of the present contract and any further contracts Consultant enters into with Company, the oDesk consulant acknowledging this agreement ("Consultant"), and Company (“Your Company Ltd”), a company incorporated in the United Kingdom (England and Wales), agree (this “Agreement”) as follows:
1. Services and Payment. Consultant agrees to undertake the Services defined in the agreed Upwork contract. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with the agreed Upwork contract.
2. Ownership; Rights; Proprietary Information; Publicity.
2.1. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Consultant in connection with Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. All Inventions are works made for hire to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, Consultant hereby makes all assignments necessary to accomplish the foregoing ownership. Consultant shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Consultant hereby irrevocably designates and appoints Company and its agents as attorneys?in?fact to act for and in Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant.
2.2. Consultant agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers, partner organizations, or employees) Consultant develops, learns or obtains in connection with Services or that are received by or for Company in confidence, constitute “Proprietary Information.” Consultant will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Consultant shall not be obligated under this paragraph with respect to information Consultant can document is or becomes readily publicly available without restriction through no fault of Consultant. Upon termination and as otherwise requested by Company, Consultant will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, e-mail messages and voice messages) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.Consultant further agrees that any property situated on the Company’s premises and owned, leased or otherwise possessed by the Company, including computers, computer files, email, voicemail, storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice.
2.3. As additional protection for Proprietary Information, Consultant agrees that during the period over which it is (or is supposed to be) providing Services (i) and for one year thereafter, Consultant will not encourage or solicit any employee or consultant of Company to leave Company for any reason, and (ii) Consultant will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company.
2.4. To the extent allowed by law, Section 2.1 and any license to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, Company may and is hereby authorized to use Consultant’s name in connection with promotion of its business, products and services and to allow others to do so.To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company.
2.5. If any part of the Services or Inventions is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned or licensed by Consultant and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, nonexclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
3. Warranty. Consultant warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to provide the Company with the assignments and rights provided for herein; (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.
4. Terms. Payment and lifetime of the contract will be dictated by the corresponding agreement between Consultant and Company on ODesk.
5. Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of this Agreement each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other and shall not bind nor attempt to bind the other to any contract. Consultant is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, workers’ compensation insurance. Consultant agrees to indemnify, defend and save Company harmless from any and all claims and threatened claims by any third party, including employees of either party, arising out of, under or in connection with:
5.1. The death or bodily injury of any third party, including any agent, employee, customer, business invitee or business visitor of Company but only to the extent caused or contributed to by Consultant, or the damage, loss or destruction of any tangible personal or real property but only to the extent caused or contributed to by the Consultant; or
5.2. An act or omission of Consultant in its capacity as an employer of a person and arising out of or relating to: (i) federal, state or other laws or regulations for the protection of persons who are members of a protected class or category or persons, (ii) sexual discrimination or harassment, (iii) work related injury or death, (iv) accrued employees benefits and (v) any other aspect of the employment or contractual relationship or its termination (including claims for breach of an express or implied contract of employment) and which, with respect to each of the clauses (i) through (v) arose when the person asserting the claim, demand, charge, action or other proceeding was or purported to be an employee or independent contractor of Consultant.
6. Assignment.This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void.
7. Notice. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, sent by confirmed telecopy or other electronic means, either on Upwork or by email.
8. Miscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom without regard to the conflicts of laws provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the appropriate court in the United Kingdom, and each party consents to the jurisdiction thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. Any breach or threatened breach of Sections 2, 3 or 6 this Agreement will cause irreparable harm to the Company for which damages would not be an adequate remedy, and, therefore, the Company is entitled to injunctive relief with respect thereto (without the necessity of posting any bond) in addition to any other remedies. This Agreement, in addition to the oDesk agreement, constitute the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter described herein. In the event of any error or omission in any clause or section of this contract, this condition shall not be deemed to invalidate any other content in the contract.
Confidentiality Technology Assignment Agreement
This Confidentiality Technology Assignment Agreement is effective as of Date between Company (and its successors and assignees) ("Contractor"), and Developer ("Developer").
1. Assignment and Ownership.
1.1 Developer assigns to Contractor exclusively all rights, titles, and interests in all code and products developed as part of the services (the "Services") initiated through oDesk Corporation's website, http://www.odesk.com (the "oDesk Website"). Developer agrees to assist Contractor to evidence and support the completion of the assignment as necessary. In consideration of the assignment, Developer will receive compensation as indicated on the oDesk Website.
1.2 Upon creation, the Company will own all rights, titles, and interests (including any intellectual property rights) relating to all inventions, designs, know-how, ideas and other information conceived in whole or in part, by Developer in connection with the Services.
All Inventions are works made for hire to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, Developer hereby makes all assignments necessary to transfer ownership to the Company. Developer will assist the Company, at the Company’s expense, to obtain, perfect, and defend such assignments and rights assigned. Any license granted to the Company under this Agreement includes "moral rights," or the like (to the extent permitted).
Developer hereby irrevocably designates and appoints the Company and its agents to act for and onDeveloper's behalf to execute and file any document and to do all other lawfully permitted acts to further this section with the same legal force and effect as if executed by Developer.
Developer represents and warrants to the Company that Developer will do not infringe or violate the rights of any party.
2. Confidential. Developer will not use or disclose anything related to this Agreement or any other technical or business information provided by Contractor to the Developer for the Services. Developer will also not disclose the name of the website developed by Developer or any information about Company without permission from Company.
3.. Representations. Developer represents that he owns all rights in any code developed as part of the Services or the code provided as part of the Services is "open source" code that can be used for commercial purposes.
4. Miscellaneous.
The failure of either party to enforce its rights under this Agreement will not be a waiver of such rights.
All changes, modifications, or waivers to this Agreement must be in writing and signed by both parties.
If any provision of this Agreement is found to be illegal or unenforceable, this Agreement will otherwise remain in effect.
This Agreement will be governed by and construed under New York law without regard to the conflicts of laws provisions.
Any legal action or proceeding under this Agreement will be brought exclusively in the state or federal courts located in New York County, New York, and each party consents to the jurisdiction thereof. The prevailing party will be entitled to recover costs and attorneys’ fees in any action or proceeding to enforce rights under this Agreement.
This Agreement reflects the complete agreement between the parties concerning its subject matter and supersedes all prior written or oral related agreements or understandings.
Retainer Agreement
By signing this Agreement, Client Name (“Client”) has retained Service Provider Name (“Service Provider”) to proceed with the requested services, and agrees to the terms and conditions as set forth in this Agreement:
1. Services. Client has retained Service Provider to perform:
Describe Services
2. Payment. Client agrees to commit to (retainer fee in full must accompany signed Agreement):
Describe Fee Schedule
3. Hourly Pay Basis. Initial hours will be applied against deposit until expended. Subsequently, Client will be billed on a weekly basis for each prior week’s hours. Payments are due upon receipt. Payments rendered are considered fully earned and non-refundable.
4. Retainers. Monthly retainers provide ongoing support at a discounted rate up to the number of hours set forth in this Agreement. Retainer fees are required in full in advance of services; payment is due on or before 1st of each month. If payment is not received by the 1st, full standard hourly rates will apply for any work performed during that month, and monies received will be applied accordingly. Services rendered beyond the retained number of hours will be billed at the full hourly rate with payment due upon receipt. Hours are billed in 5 (five) minute increments. Payments rendered are considered fully earned and non refundable. Unused hours are not carried over; it is incumbent upon Client to utilize their retained hours each month.
5. Additional Work. Client understands additional work beyond the scope of this Agreement must be negotiated separately and will require a separate Agreement. Services requested by Client and provided by Service Provider that do not fall within the scope of this Agreement will be billed separately at the full standard hourly rate according to service category with payment due upon receipt.
6. Service Categories. There is a per-hour minimum for all services. Hourly rates are billed in 5 (five) minute increments. Client understands that hourly rates are subject to change without notice at the discretion of Service Provider.
7. Client Responsibilities. Client understands that Service Provider is not an employee, and that this will be a collaborative, professional relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the virtual nature of the relationship, Client understands the importance of communication, especially via email, and agrees to respond to questions, requests and communications from Service Provider in a timely manner. Client understands that Service Provider is a business with other clients to serve, and requires fair, realistic notice in order to attend to requests and projects. Poor planning or miscommunications on the part of the Client will not constitute an emergency for Service Provider. Client understands that Service Provider may require detailed clarification of projects in order to meet expectations and provide the best support and highest quality work.
8. Office Hours & Communication. Office hours are Monday through Friday 8:00 am to 5:00pm (PST). Email is to be the primary form of communication between Client and Service Provider. Service Provider is available for phone calls during office hours only. Occasional calls of only a few minutes in duration are not typically billed to Client. However, the time of both parties must be respected, and calls lasting over 10 minutes will be billed to Client. Telephone meetings must be prescheduled. Cancellation requires a minimum of 24 hours advance notice. Missed meetings or cancellations without sufficient notice will be billed to Client.
9. Projects Completion. Basic support receives 24-48 hours attention. Each new or special project requires a minimum three (3) days lead time. Client will provide sufficient notice and allow for reasonable timeframes for project completions. Rush projects of 24 hours or less and projects requiring weekend or holiday work may be subject to a 25% surcharge and/or other rush fees. Service Provider reserves the right to refuse any project or service request.
10. Materials & Information. Client will provide all content, outlines, photos, project images, etc., necessary for any special projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful and complete information necessary for Service Provider to perform or complete the agreed services or project.
11. Expenses. Expenses incurred on behalf of Client are not included in any fees and will be billed to Client. Reimbursable expenses may include, but are not limited to, office supplies (e.g., file folders, envelopes, CDs, labels, etc.), mileage, long-distance telephone charges, payments made to vendors, and shipping and handling costs. Long-distance telephone calls will be billed at a rate of $0.25 per minute. There is a one-hour minimum for office calls. On-site visits will be billed for meeting time, roundtrip travel and mileage. Payment is due upon receipt.
12. Delivery. Completed projects are delivered via CD, fax, email, FTP, U.S. Mail, or other means as required by the Client. Client is responsible and will be billed for all shipping and handling costs. There is no charge for faxing, emailing or U.S. mail under 1 ounce (#10 envelope and one stamp).
13. Accuracy. Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Service Provider is not responsible for errors or omissions.
14. Payment Options. Personal or business checks are accepted for payment. AMEX, Discover, Mastercard and VISA credit cards and e-checks are accepted through PayPal, our online payment vendor.
15. NSF Fees. There is a $40 NSF (insufficient funds) fee for returned checks.
16. Late Payments. Payments not received by due date will result in work cessation. Service Provider reserves the right to refuse completion or delivery of work until past due balances are paid. Monthly late charges of $10.00 or 1.75% (APR of 21%), whichever is greater, will be assessed on unpaid balances every 30 (thirty) days.
17. Lien. All materials or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.
18. Late Fees. Clients who consistently fail to respond to questions in a timely manner, do not supply needed information, or otherwise impair efficient workflow increase administrative time, waste retainer hours unnecessarily, and prevent Service Provider from working to optimum standards and servicing other clients in a fair and equal manner. Service Provider reserves the right to impose late fees and/or increase hourly rates of Clients who fall into this category.
19. Property. All billings (including invoices, statements and estimates), reports and time accounting are provided as a convenience to Client at the discretion of Service Provider and remain the property of Service Provider. Periodic audits may reveal previous billing discrepancies or errors, and Service Provider is entitled to void or recall incorrect invoices and statements and bill for any monies due on account.
20. Accuracy of Information. Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and that Service Provider is not responsible and shall not be held liable for the results of services performed on the basis of inaccurate, incomplete or untruthful information furnished by Client.
21. Indemnification/Release of Liability. Client shall indemnify, defend and save Service Provider harmless from any and all suits, costs, damages or proceedings, including, but not limited to, Service Provider’s services, pertaining to any and all litigation in which the Client is a party. Client shall pay all expenses incurred by Service Provider including, but not limited to, all attorneys’ fees, costs and expenses incurred should Service Provider be named a party in any litigation to which Client is a party. Client shall further indemnify and hold harmless Service Provider and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Client, and from liability for injuries suffered by any person relating to the Client. This agreement to indemnify Service Provider is not limited to any acts or omissions, statements or representations made by Service Provider in the performance and/or nonperformance of Service Provider’s duties hereunder and relating to all contractual liabilities, which may be alleged or imposed against Service Provider. All reasonable precautions will be taken to safeguard the property entrusted to Service Provider. In the absence of negligence, however, Service Provider will not be held liable for loss, destruction or damage of any kind resulting from items which are lost or delayed in transit, whether such transit is electronic, fax, mail or otherwise, nor for unauthorized use by others of such property. Service Provider will not be held liable for any incidental, consequential or indirect damages, including without limitation damages for loss of profits, business interruption, loss of information, plagiarism, etc. Service Provider will not be held liable for typographical omissions or errors.
22. Termination. Retainers may be terminated by either party for any reason with 10 (ten) days advance written notice of intent to cancel. Retainer fees are due in full for the intended month of cancellation if proper notice is not provided.
23. Expiration & Modification. This Agreement shall remain in effect until such time as one or the other Party provides written notice of cancellation. This Agreement may be modified or amended as necessary after negotiations initiated by either Party. If agreement is reached, only a written instrument signed by both Parties will modify or amend this Agreement.
24. Additional Provisions. This Agreement shall be governed by and construed according to the laws of the State of State of Governing Law, and shall not be construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be instituted and commenced exclusively in the federal or state courts in City, State, and the parties hereby waive the right to change such venue and hereby consent to the jurisdiction of such courts. Any liability on the part of Service Provider as determined by a court of law will be limited to an amount not to exceed one month’s retainer. If Service Provider must bring suit or other action to collect on unpaid invoices or seek remedy of any other breach of contract, Service Provider shall be entitled to an award of costs, reasonable attorney’s fees and interest at the maximum rate permitted by law in addition to any other relief awarded.
The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument signed by both parties. By signing this Retainer Agreement, I indicate that I understand, agree to and accept the terms and conditions as contained herein, dated Date of Agreement
Freelance Writing Agreement
This Work-for-Hire Freelance Writing Agreement (this “Agreement”) is hereby entered into as of this Day day of Month, 20__ (“Effective Date”) between the Writer and Client noted below, with respect to the Services and Project defined herein below.
Writer Name (“Writer”):
Business Name: Writer Business Name
Website: Writer Website
Contact: Writer Contact Name
Tel: Writer Telephone
Email: Writer Email
Client Name (“Client”):
Business Name: Client Business Name
Website: Client Website
Contact: Client Contact Name
Tel: Client Contact Telephone
Email: Client Contact Email
Terms & Conditions
SERVICES; PROJECT. Subject to the terms and conditions set forth herein, Client hereby engages Writer to perform, and Writer agrees to perform, professional freelance writing services (“Work”) to be performed on/for the following project (s): List Project(s) (“Project”)
DELIVERABLES; DISCRETION. Upon completion, Writer shall submit the completed Project in written form in format reasonably acceptable to Client. Subject to the terms set forth herein, including Paragraph 3 below, the manner and method of producing the Project is solely at the discretion of Writer as long as they comply with Client requirements, which Client shall communicate in writing to Writer. Writer is obliged to work only on the Project and the Client is not entitled to demand Writer's engagement in another project unless or until Client and Writer enter into a separate agreement to cover such project on mutually agreed-upon terms.
OBLIGATIONS AND WARRANTIES OF WRITER.
(a) Upon submitting the Project to the Client, Writer represents and warrants that the Project (or any part of it):
is plagiarism-free and original (is not owned by any third party fully or partially and does not contain any previously produced text, “copy-pasting”);
contains full and absolutely correct references to third-party authors;
contains quotations of texts by third-party authors that are no longer than one (1) sentence or fifteen (15) words per each quote, and not exceeding 15% of the total Project text, with obligatory indication of page or paragraph of cited source;
complies with all requirements provided by the Client (formatting style is considered a requirement)
has not been obtained by unlawful means;
has not been previously published in any manner or medium, specifically including but not limited to, print or electronic means.
This is too heavy a burden to put on the writer. You should use a standard of reasonableness. Absolute guarantees are very dangerous because they're easily invoked. Suppose, for example, that the writer cites a reference that she believes is accurate because it appears multiple times on the web, but it's not actually accurate.
(b) The Writer acknowledges and agrees that if they fail to adequately complete the Project by the due date the Client has the sole right to cancel this Agreement; provided that Client must pay Writer a reasonable prorated amount of the Fees proportionate to that portion of the Project completed to date. If the Writer fails to meet the Project deadline, they must contact the Client to request deadline extension at least 24 hours prior to the due date. Extension is not guaranteed and can be granted in Client’s sole discretion.
(c) The Project must conform to general readability standards as determined by the Client. Writer acknowledges and represents that if the Project fails to conform to the general readability standards, the Client has the sole right to request immediate revision of Project, deny payment, and/or cancel this Agreement. If the Project is deemed inappropriate by the Client at the time of submission or publication, either for content or other reasons, the Client has the sole right to request immediate revision of Project, deny payment, and/or refuse to use any portion of the Project in any publication related to the business of Client or otherwise.
Some states require payment for work done regardless of acceptability. Regardless of state law, though, all contracts should have that provision. Which means the client has to monitor the work closely, esp. in early stages of the project and with writers new to her. You can help the client do this by writing milestones into the contract and scheduling reviews of your progress at every milestone. You should give the client a short period of time to do the review and provide that if he skips or ignores it, the milestone is deemed completed.
COMPENSATION; CHANGES. Client agrees to pay Writer:
$___________ per hour
Change if paid per word or for a flat-fee
If the parameters of the Project changes, or if it involves much more time than originally estimated, Writer will inform Client and they can renegotiate the rate. Writer will bill for half of the total estimated cost when Writer begins the Work and the rest upon completion. Writer will submit the final invoice for the Work upon receiving approval from Client. If Writer has not received any comments or revisions within a week of submitting a completed draft, Writer will send the invoice. Writer requires half of the total estimate cost up front before beginning a rush job if for a first-time client.
Writer requires a purchase order number or an initialized agreement before beginning Work. Incidental expenses such as long distance phone calls, postage, courier service, are absorbed by Writer. Mileage to special events or interviews is billed at the rate currently accepted by the IRS. Writer is responsible for the payment of all federal, state and/or local taxes with respect to the Work he/she performs for the Client as an independent contractor. The Client will not treat Writer as an employee for any purpose.
Any verbal or written changes made by Client to the scope of the Work following its initiation by Writer are subject to additional charges. Should such changes negate any part of the Work already completed at the time of the changes, Client accepts responsibility for payment of the completed work and all services related to it, in addition to charges for the change itself.
PAYMENT AND COLLECTION; JURISDICTION. Unless otherwise specified in writing, invoices not paid within 30 days of the invoice date will accrue interest at 1.5% per month. Client agrees to pay for each check returned for insufficient funds or any other reason $25 per occurrence or 5% of the value of each returned item, whichever is greater. Client agrees to pay all reasonable attorney’s fees (at least 15% of all amounts due, including interest) if any account is placed with an attorney for collection. Client agrees that the purchase of the services described herein constitutes “doing business” in the State of Writer's Residence and submits itself to the jurisdiction of the State of Jurisdiction with respect to any suit brought by Writer to collect any sums hereunder. The parties agree that the only venue for any suit brought by either of them with respect to the services sold hereunder shall be in the State Court of Venue County.
INDEPENDENT CONTRACTOR STATUS.
(a) The parties expressly agree and acknowledge that the relationship created by this Agreement is one of Independent Contractor. Writer is not the employer of the Client. The Writer agrees to be treated as an Independent Contractor for all employment purposes. Therefore, no payroll deductions for employment taxes or insurance of any kind shall be paid by the Client for or on Writer's behalf. Payroll deductions, employment taxes and insurance that are subject to this paragraph include but are not limited to FICA, federal, state, and local income tax withholding; state disability insurance; state unemployment insurance; and workers compensation insurance.
(b) In order to meet State and Federal rules and regulations applicable to Independent Contractor status, the Writer must meet the following criteria: (i) be engaged in a distinct occupation or business; (ii) perform services without direct supervision; (iii) provide tools & equipment for said services; and (iv) provide business license, and/or Federal I.D. number, or valid Social Security Number.
(c) The Writer shall not hold himself/herself out to the public as an employee, agent, or partner of or with the Client. The Client is engaged in the business of Client's Business and is not an employer, partner or joint venture of or with the Writer.
In California, in WFH contracts with writers and other creators of copyrightable material, the creators have to be hired as employees, not contractors. Check it out with the state's Employment Development Dept.
MATERIALS. The Client agrees to furnish the Writer with all necessary materials needed to complete the Work described herein. Such materials may include, but are not limited to, podcast files, articles, training documents, client’s products, passwords/logins, marketing collateral, feedback and guidance on what the Client’s objectives are, and other materials.
Adjust as appropriate
TERM; TERMINATION. This Agreement will begin on the Effective Date set forth above and shall continue until terminated as provided herein by either party. If either party violates a term of this Agreement, then the other party (the "Non-breaching Party") may terminate this Agreement, effective immediately upon delivery of written notice of termination by the Non-breaching Party. Notwithstanding the foregoing, either party may terminate this Agreement at any time for any or no reason, effective upon three (3) days written notice. Upon written or verbal cancellation, Client is responsible for payment for all expenses incurred and any Work performed by Writer toward the completion of the project based on the percentage of project completed. Should Client cancel the project following its completion, Client is responsible for full payment as per the above estimate plus all other expenses incurred.
OWNERSHIP/COPYRIGHT. All original Work created for this project shall be considered “work-for-hire” performed in the United States of America. The copyright for all Work produced under this agreement shall belong to the Writer until 100% of payment has been received. Upon receiving full payment, the Writer shall transfer all rights to the Client. Client shall exclusively own in perpetuity all now known or hereafter existing rights of every nature worldwide pertaining to such Work in or as part of any version of the Client’s publications that are published in print or displayed through computer-assisted and other interactive media such as the Internet and World Wide Web (collectively the "Rights"). Writer hereby irrevocably grants and assigns to the Client all Rights for the Work free from any restrictions and limitations.
Writer should attempt to negotiate reversionary rights to the copyright if the Client rejects/does not publish the work after a set period of time
In WFH, the client has the copyright from the start. It never belongs to the writer. That's is distinctive about WFH and it's one of the primary reasons that clients use it.
All the language in this section about the writer granting rights should be deleted. The language would be appropriate in a standard freelance agreement but not here. And since this contract is boilerplate, it would be a good idea to include the following quote from the copyright law defining the kinds of works that can be created in a WFH contract. This is from Section 101, Copyright Act of 1976 (USC 17 §101):
A work made for hire is
(1) a work prepared by an employee within the scope of his or her employment; or
(2) a work specially ordered or commissioned for use
as a contribution to a collective work,
as a part of a motion picture or other audiovisual work,
as a translation,
as a supplementary work,
as a compilation,
as an instructional text,
as a test,
as answer material for a test, or
as an atlas,
if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire.
If a WFH contract is used with other kinds of works, the copyright remains with the writer. Because of this, WFH contracts often have a provision that if WFH doesn't apply, the writer transfers all rights anyway.
CONFIDENTIALITY. The Writer agrees to abide by the provisions of the Personal Information Protection of Electronic Documents Act and that any and all information provided by the Client (the “Information”) shall be kept strictly confidential. The Consultant agrees not to, at any time, or in any manner, either directly or indirectly, use any information for the Consultant’s own benefit, or divulge, disclose, or communicate in any manner any information to any third party without the prior written consent of the Client. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
This section as written is unenforceable in most, maybe all, states. It is far too restrictive.
The only information that the writer should hold confidential is info whose disclosure would actually and directly hurt the client. It's up to the client to identify all such information beforehand (clients can use a rubber stamp saying "Confidential" or a note on the title page of a document). The writer can be required to exercise reasonable judgement when in doubt, but she should verify her judgement as quickly as possible.
Also, the info should be held confidential only as long as necessary, that is, only for as long as divulging it would actually and directly hurt the client and rarely more than a year. For instance, the designs for this year's fall fashion shows shouldn't be divulged before the shows, but once the fashions are in the stores, there's no point in holding the designs confidential.
INDEMNIFICATION. Client agrees to hold Writer harmless for any such damages that may arise from Writer’s work product. In no event shall Writer be liable for any direct, indirect, punitive, incidental, special consequential damages whatsoever arising out of or connected with the use or misuse of her work product. Writer assumes no responsibility for any special, incidental, indirect, or consequential damages of any kind, or any damages whatsoever (including without limitation, those resulting from her work product or from: (1) user or Client reliance on the materials or documents produced (2) costs of replacement writings, training, or documents (3) loss of use, data, or profits (4) delays or business interruptions, (5) and any theory of liability, arising out of or in connection with the use or performance of Writer’s work whether or not Writer has been advised of the possibility of such damages.
FINAL AGREEMENT. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
SOLE AGREEMENT; AMENDMENTS. The agreement contained in this Contract constitutes the sole agreement between the Writer and the Client regarding the project outlined above. Any additional work not specified in this contract requires a separate agreement. All prices specified in this contract will be honored for two (2) months after both parties sign this contract. Continued services after that time will require a new agreement.
GOVERNING LAW. This contract will be governed by and construed in accordance with the laws of the State of Governing Law, without giving effect to its choice of law rules
For writing contracts, governing law should be New York unless there is a compelling reason to do otherwise. The state has a large and widely-used body of publishing law and publishing-related employment law, whereas many states don't or those that they do have are too client-friendly. New York's laws are helpful to both writer and client. California is another publishing-savvy and writer-friendly state but only for non-WFH contracts.
ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties.
I, Client Representative Name, assert that I am a person employed by Client Name, and that I have the authority to promise payment for the services rendered by Writer for the aforementioned Work. I assert that I have read, understood and agree to the terms of this Work-for-Hire Freelance Writing Agreement.
I, Writer Name assert that I have read, understood and agree to the terms of this Work-for-Hire Freelance Writing Agreement.
Awesome, thanks man!
I have those, please PM if you still need them and I can mail you, good luck with hire !
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