Freelance contract.
Service agreement for solo freelancers and contractors. Hourly, fixed, or milestone fees. IP ownership toggle. US or Canada jurisdiction. Prints to PDF. Nothing uploads.
prints to PDF · data stays local
tip · use your browser's “save as PDF” option in the print dialog
· jurisdiction01
· freelancer (you)02
· client03
· scope of work04
· term05
· compensation06
· intellectual property07
· optional clauses08
· termination09
· signature lines10
Freelance Services Agreement
This Freelance Services Agreement (the “Agreement”) is entered into as of ___________ (the “Effective Date”) by and between:
Your Business Name, an independent contractor, with a principal place of business at 123 Main Street, City, State 12345 (“Freelancer”); and
Client Company Name, a corporation, with a principal place of business at 456 Client Street, City, State 67890 (“Client”).
(each, a “Party”, and collectively, the “Parties”).
1. Services
Freelancer will provide the following services to Client (the "Services"): design and development services as described in the scope of work attached or as otherwise agreed in writing by the Parties. Deliverables: Final deliverables as mutually agreed, including source files, documentation, and any ancillary assets reasonably required for the Client's use of the work.
2. Term
This Agreement commences on ___________ and, unless earlier terminated in accordance with the Termination section, shall continue in effect until ___________. The Parties may extend the Term by written mutual agreement (including by email).
3. Compensation
Client shall pay Freelancer at a rate of $125 per hour for Services performed under this Agreement. Estimated engagement: approximately 40 hours, for a total estimated fee of $5,000. The estimate is non-binding; Freelancer will bill for actual hours worked. Freelancer will submit itemized invoices at regular intervals (typically bi-weekly or monthly) identifying hours worked and a brief description of tasks.
4. Payment Terms
All invoices are payable in USD within 15 days of receipt. Client shall reimburse Freelancer for reasonable, pre-approved out-of-pocket expenses incurred in performance of the Services. Invoices not paid within 15 days of receipt shall accrue a late payment charge of 1.5% per month on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Freelancer may suspend performance of the Services upon written notice if any undisputed invoice remains unpaid more than 30 days past its due date.
5. Independent Contractor Status
Freelancer is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Freelancer has sole discretion over the means, methods, and schedule of performing the Services, subject to deliverable deadlines agreed with Client. This Agreement does not create any employment benefits, overtime entitlement, or withholding obligation. Freelancer is responsible for all taxes, insurance, and benefits arising from the Services and may perform services for other clients during the Term, provided such work does not conflict with Freelancer's obligations hereunder. Freelancer acknowledges responsibility for all U.S. federal, state, and local taxes, including self-employment tax, arising from the Services, and that Freelancer does not qualify as an employee under the IRS 20-factor test or the ABC test where applicable.
6. Intellectual Property
All work product created by Freelancer specifically for Client under this Agreement (the "Work Product") shall be considered a "work made for hire" to the fullest extent permitted by applicable law. To the extent any portion of the Work Product does not qualify as a work made for hire, Freelancer hereby assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights, effective upon Client's payment in full for the Services. Freelancer retains ownership of any pre-existing materials, tools, libraries, techniques, or know-how used in performing the Services ("Pre-Existing IP"), and grants Client a non-exclusive, perpetual, royalty-free license to use such Pre-Existing IP solely as incorporated into the Work Product.
7. Confidentiality
Each Party agrees to hold in confidence any non-public information disclosed by the other Party in connection with the Services (including business plans, financial data, customer information, and technical information), to use such information solely for performance under this Agreement, and not to disclose it to third parties without prior written consent. These obligations survive termination for a period of two (2) years, except that obligations with respect to trade secrets continue for so long as such information remains a trade secret under applicable law.
8. Termination
Either Party may terminate this Agreement for convenience by giving the other Party at least 14 days' prior written notice. Either Party may terminate this Agreement immediately for cause upon the other Party's material breach that remains uncured 10 days after written notice of the breach. Upon termination, Client shall pay Freelancer for all Services rendered and expenses incurred through the effective date of termination.
9. Representations and Warranties
Freelancer represents that it has the authority to enter into this Agreement, will perform the Services in a professional and workmanlike manner consistent with industry standards, and that the Work Product will not knowingly infringe the intellectual property rights of any third party. Client represents that it has the authority to enter into this Agreement and that any materials it provides to Freelancer for use in the Services are either owned by Client or properly licensed.
10. Limitation of Liability
Except for each Party's obligations under the Confidentiality and Intellectual Property sections and for damages arising from Freelancer's gross negligence or willful misconduct, neither Party shall be liable to the other for any indirect, incidental, consequential, or punitive damages. Each Party's total cumulative liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable by Client to Freelancer under this Agreement in the six (6) months preceding the event giving rise to the claim.
11. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state, provincial, and federal courts located in that jurisdiction for any dispute arising under or relating to this Agreement.
12. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous discussions, proposals, or agreements, whether written or oral. This Agreement may be amended only by a written instrument (including email confirmed by both Parties) signed or confirmed by both Parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Your Business Name
Signature
Name: ______________________
Title: Authorized Signatory
Date: ______________________
Client Company Name
Signature
Name: ______________________
Title: Authorized Signatory
Date: ______________________
Template provided for convenience. Not legal advice. Consult a licensed attorney in your jurisdiction before using for a transaction with material risk, regulated industries, or cross-border parties.
What this generator builds
A standard-form freelance services agreement covering the clauses most professional contracts include, scope, term, compensation, payment terms, independent contractor status, intellectual property ownership, optional confidentiality, termination (with optional kill fee), representations, limitation of liability, and governing law. The legal boilerplate is fixed so nobody accidentally edits enforceability out of the document. The editable fields are the ones that actually change per deal: parties, scope, deliverables, fees, payment terms, IP model, and jurisdiction.
Choosing a fee structure
- Hourly: best for scope that shifts, ongoing retainers, and first-time engagements with a new client where you don't yet have a scope baseline.
- Fixed fee: best when you can define scope precisely and want to keep efficiency upside. Pair with a clear change-order process.
- Milestone: best for projects above $10K where both parties want payment gates tied to tangible deliverables. Clearest option for Client budgeting and Freelancer cashflow.
IP ownership, the decision that matters most
This is the clause most freelancers under-think and most clients auto-assume. Three workable defaults:
- Work-for-hire (Client owns): the default for commissioned design, development, and writing. Clean, what most Clients expect, simplifies future use.
- License-back (Freelancer owns, Client gets perpetual license): you retain copyright and can reuse, portfolio, or adapt for future Clients. Some Clients push back; worth negotiating if your work is template-able.
- Retain all rights: rare. Use for consulting, strategic advice, or code review where nothing tangible transfers.
Pre-existing IP (your tools, libraries, frameworks) is handled separately and remains yours under all three options.
Payment terms that get you paid
Net 15 is the default for freelance work and is shorter than most clients' AP defaults. Net 30 is fine for larger Clients but extends your cash cycle. A 1.5%/month late fee (≈18% APR) is standard and legal in most US states and Canadian provinces, it rarely gets charged, but its presence accelerates payment. Pair the late fee with the suspension clause (built in): you can stop working if an undisputed invoice is 30+ days late, which is more powerful than chasing payment after the fact.
Disclaimer
This tool generates a standard-form freelance services agreement template for convenience. It is not legal advice, and using it does not create an attorney-client relationship. Enforceability depends on jurisdiction and specific facts. For any material engagement, regulated industries, large fees, cross-border deals, significant IP, or equity consideration, have a licensed attorney in your jurisdiction review the document before execution.
FAQ
Is this freelance contract template actually free?
Yes, no account, no subscription, no watermark, no usage caps. The tool runs entirely in your browser; nothing uploads anywhere. You can generate as many contracts as you need for different clients.
Is this contract legally enforceable?
The template uses standard boilerplate for a services / independent-contractor agreement, scope, fee, payment terms, IP assignment, independent contractor status, confidentiality, termination, limitation of liability, governing law. Courts routinely enforce these clauses when properly executed. Like any contract, enforceability depends on jurisdiction, specific facts, and execution. For material engagements (large fees, cross-border work, regulated industries, or significant IP), have a licensed attorney in your jurisdiction review before signing.
When should I use hourly vs. fixed vs. milestone?
Hourly: best when scope is uncertain, client is new, or the work is open-ended (retainers, support, ongoing development). Fixed: best when scope is clear, you're efficient, and you want to keep the upside of working fast. Milestone: best for larger projects where both parties want predictability on spend and clear payment gates tied to deliverables. Many experienced freelancers use milestone for projects above $10K and hourly for everything else.
What does 'work for hire' actually mean for IP?
Work for hire means the Client owns the deliverables as if they had created them in-house, all copyright and related IP transfers on payment. This is the standard for commissioned client work (design, development, writing). The alternative is 'license-back,' where you retain ownership and grant the Client a license to use the work. License-back is worth considering if you want to reuse or adapt the work for other clients or portfolio, but many clients push back on it because they want full control.
Why is the independent contractor status clause important?
Without explicit IC language, a long-term freelance engagement can get recharacterized as employment by tax authorities (IRS in the US, CRA in Canada), triggering back taxes, penalties, and benefit obligations. The IC status clause protects both sides: it confirms the freelancer is not a W-2 employee, has control over methods and schedule, and is responsible for their own taxes. The US version references the IRS 20-factor test and ABC test; the Canadian version references CRA guidance. This is especially important for engagements lasting more than a few months.
What's the kill fee, and when should I include one?
A kill fee (or cancellation fee) applies to fixed-fee and milestone engagements when the Client terminates for convenience after work has started. It compensates you for capacity you reserved and opportunity cost. Typical ranges: 15-25% of unearned fees for standard engagements, up to 50% for rush / block-booked work where you turned down other clients. Hourly engagements don't need a kill fee, you bill for hours worked and stop.
How do the US and Canada jurisdiction toggles differ?
They change three things: (1) the governing-law dropdown populates with US states vs. Canadian provinces, (2) the independent contractor clause references IRS 20-factor / ABC test (US) vs. CRA labour and tax legislation (Canada), (3) currency defaults to USD or CAD. The core contract structure is identical, both are common-law contract templates. For UK, Australia, NZ, or other common-law jurisdictions, the US template works with minor edits (change the jurisdiction field + tax references).
Should I use this instead of an NDA?
They serve different purposes. The freelance contract has a light-weight 2-year confidentiality clause built in, fine for most engagements. For sensitive work (sharing source code, trade secrets, pre-launch roadmaps, acquisition talks), use the dedicated NDA generator for a standalone NDA signed before you discuss specifics, then layer this contract on top for the actual engagement. Think of the NDA as the entry ticket and the contract as the working agreement.
Can I edit the clause language itself?
This is a fixed-clause generator, the legal boilerplate is not editable in the tool (so nobody accidentally breaks enforceability). The editable fields are the ones that actually vary per deal: parties, scope, deliverables, fee, payment terms, IP ownership, term, kill fee, jurisdiction, and optional clauses. If you need non-standard language (specific indemnification, arbitration, non-compete), download the PDF and have your attorney redline it in Word.
What about international / cross-border contracts?
The template is US- and Canada-compatible and works for most common-law jurisdictions (UK, Australia, NZ) with minor edits. For civil-law jurisdictions (EU, Latin America, most of Asia), the legal concepts still apply but some phrasing may not map cleanly, have a local attorney review. Cross-border contracts also need to address which country's courts have jurisdiction and how disputes get resolved, which is worth a lawyer's eyes.
Need an NDA for sensitive work? The NDA generator pairs with this contract. Figuring out what to charge? Rate calculator. Sending the final invoice? Invoice generator.