Freelance Client Contract Template

PROFESSIONAL SERVICES AGREEMENT

Document ID: TR-[8842-A]
Effective Date: [//2026]

INSTRUCTIONS FOR USE

• Completion: Both the Client and the Freelancer must complete all bracketed fields. Ensure all SOW (Statement of Work) attachments are signed and dated concurrently.
• Filing/Retention: Retain the executed original in a secure digital repository (e.g., encrypted cloud storage) for a minimum of seven (7) years following the termination of the engagement for audit and tax compliance.
• Attachments: Mandatory attachments include: (A) Detailed Statement of Work (SOW), (B) Data Processing Addendum (if applicable), and (C) Exhibit of Confidentiality/Non-Disclosure terms.

1. PARTIES

This Agreement is entered into by and between: Freelancer: [] (Legal Name/Entity) located at []. Client: [] (Company Name) located at [].

2. SCOPE OF SERVICES

The Freelancer agrees to perform the services as defined in Attachment A (Statement of Work). Any modifications to the scope must be executed via a written Change Order signed by both parties.

3. COMPENSATION & PAYMENT TERMS

• Fee Structure: [ ] Hourly Rate $[] | [ ] Fixed Project Fee $[]
• Payment Terms: Net [____] days from receipt of undisputed invoice.
• Invoicing Schedule: [ ] Monthly | [ ] Milestone-based | [ ] Upon Completion.
• Late Fees: Overdue payments shall accrue interest at a rate of [____]% per month.

4. TERM & TERMINATION

• Term: This Agreement commences on [//2026] and continues until [//2026] or completion of services.
• Termination for Convenience: Either party may terminate with [____] days written notice.
• Termination for Cause: Either party may terminate immediately upon a material breach by the other party.

5. INTELLECTUAL PROPERTY & OWNERSHIP

All deliverables created specifically for the Client under this Agreement shall be considered "work-made-for-hire" and shall remain the exclusive property of the Client upon full payment of fees. The Freelancer retains rights to their pre-existing proprietary tools and methodologies.

6. INDEPENDENT CONTRACTOR STATUS

The parties agree that the Freelancer is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship. Freelancer is responsible for all applicable taxes and insurance.

7. CONFIDENTIALITY

The Freelancer agrees to hold all non-public information provided by the Client in strict confidence and shall not disclose such information to any third party without prior written consent, except as required by law.

8. LIMITATION OF LIABILITY

Except for breaches of confidentiality or indemnification obligations, neither party shall be liable for indirect, incidental, or consequential damages. Total liability under this Agreement shall not exceed the total fees paid by the Client to the Freelancer in the [____] months preceding the claim.

9. GOVERNING LAW

This Agreement shall be governed by the laws of the State/Jurisdiction of []. Any disputes shall be resolved in the courts of [].

10. EXECUTION

FOR FREELANCER:
Signature: __________________________
Printed Name: []
Title: []
Date: [//2026]

FOR CLIENT:
Signature: __________________________
Printed Name: []
Title: []
Date: [//2026]

Disclaimer: This document is provided as a standardized framework. Consult qualified legal counsel for jurisdiction-specific statutory compliance.