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Anne W.

Anne Wallingford, WordSmith

 

Freelancer's FAQ



Simplified Agreement Form


Standard Disclaimer: I am NOT a lawyer. This contract was NOT reviewed by a lawyer before being posted. Although this is a sample of an actual contract, the terms and conditions that applied to this project may or may not apply to your project. Details may need to be added, altered, or omitted.

Professional Services Agreement

THIS AGREEMENT is entered into [Date] by and between [Complete Client Name] based at [Address, City, State, Zip Code], hereinafter referred to as [Client's Name], and [Consultant's Complete Name] based at [Address, City, State, Zip Code], hereinafter referred to as Consultant.

  1. Consultant, pursuant to the provisions of this agreement, will provide [Name Type of Service To Be Provided] to [Client] The specific services to be provided to [Client] by the Consultant are:

See Attachments
[Attachments include details of agreement, including information being provided by Client to Consultant, information being provided by Consultant to Client, deadlines, etc.]

  1. As full and complete payment for Consultant's services and for the discharge of all Consultant's obligation hereunder, [Client] shall pay Consultant according to the following schedule:
FEES: [Dollar Amount; total fee or per hour rate] for performance of the services specified above.
(Note: The terms listed here will depend on whether contract is for a total fee or hourly rate. Choose one of the following.)
.....(If agreement is for a total project fee)
  • Payment of fees and reimbursement for expenses incurred will be made within 30 days after receipt of an invoice by [Client].
  • One-third of the total project fee, [Dollar Amount], will be invoiced immediately.
  • One-third of the total project fee, [Dollar Amount], will be invoiced on [Date that is halfway point for project].
  • One-third of the total project fee, [Dollar Amount], plus expenses, will be invoiced on [Date of deadline].
  • All invoices must specify the invoice dollar amount and time period covered. Expenses must be itemized and substantiated by the attachment of receipts.

....(If agreement is for an hourly rate)
  • Payment of fees and reimbursement for expenses incurred will be made within 30 days after receipt of an invoice by [Client].
  • Invoices will be submitted monthly during duration of project.
  • Final invoice will include expenses.
  • All invoices must specify the invoice dollar amount, total of monthly hours, and time period covered. Expenses must be itemized and substantiated by the attachment of receipts.

EXPENSES: [Client] will reimburse Consultant for all reasonable expenses incurred which are incidental to the services performed and which have been agreed upon in advance by [Client] and the Consultant: [List agreed upon expenses, such as shipping costs, international phone calls and/or international facsimiles]
  • Consultant will provide valid receipts for all submitted expenses.
  • [Client] will not be responsible for payment or reimbursement of any fees or expenses of Consultant except for those fees and expense items agreed upon and identified above.

  1. It is understood that Consultant is an independent professional contractor and that the Consultant will not in any event be construed as or hold themselves to be an employee of [Client]. It is also agreed that the Consultant, as an independent contractor, is not restricted to working exclusively for [Client] during the term of the agreement.
  • Consultant is responsible for Workers Compensation, Disability, Unemployment, Automobile Insurance, and any other insurance required by the State of [Name of Consultant's State].
  • Consultant is also responsible for payment of State and Federal taxes, and any other applicable tax.
  • Consultant is not eligible for any benefits [Client] may provide for its employees.
  • [Client] will furnish the Consultant annually with a copy of IRS form 1099 (statement for recipients of miscellaneous income), the original of which [Client] will send to the IRS as required by law.

  1. Both parties acknowledge that during the course of Consultant's service to [Client], [Client] may disclose to Consultant a substantial amount of Proprietary Information, or Consultant may acquire Proprietary Information in connection with, or as a result of, Consultant's services to [Client]. Consultant fully understands that the maintenance of such information must be held in strict confidence and the confinement of its use to [Client] is of vital importance to [Client].

Notwithstanding the foregoing, [Client] acknowledges that the Consultant's ability to carry out the work required is heavily dependent upon the Consultant's past experience in the industry and in providing similar services to others and the Consultant expects to continue such work in the future. Subject to the confidentiality provisions listed above, generic information communicated to [Client] in the course of this project either orally, in the form of presentations, or in documents that report such general industry knowledge is not subject confidentiality.

  1. Consultant recognizes that all records and copies of records touching [Client]'s operations, investigations and business made or received by Consultant during the period of this agreement are and will be the exclusive property of [Client] and Consultant will keep the same at all times in Consultant's custody and subject to Consultant's control, and will surrender the same to [Client] immediately upon the request of [Client] or upon completion to agreed upon services.

  2. To the extent that the Consultant is doing work for [Client] which is copyrightable, [Client] and Consultant agree that the work is or has been specially ordered or commissioned by [Client] and is and shall be considered a work made for hire within the meaning of Copyright Revision Act of 1976 (Copyright Act). [Client] will be the sole owner and proprietor of the copyright in and to the work in the United States and throughout the world. [Client] shall have all rights to which an owner of copyright is entitled under the U.S. Copyright Act or the copyright laws of any other country.

  3. Materials provided by the [Client] to Consultant, and by Consultant to [Client], will not knowingly contain libelous, injurious, or unlawful material and will not knowingly violate or in any way infringe upon the personal or proprietary rights of third parties.

  4. [Client] indemnifies and holds harmless the Consultant from any damages, claims, liabilities, and costs, including reasonable attorney's fees, which may arise from the Services performed by the Consultant. The Consultant will cooperate with [Client] to provide reasonable assistance in defending any such claim.

  5. Consultant will certify in writing, upon request, that at the time this contract is signed, the systems and software used to provide services to [Client] are fully Year 2000 compliant. Material will be delivered to [Client] in [Identify format, such as Excel 97 and Word 97] unless an alternative Year 2000 compliant program is mutually agreed upon.

  1. This agreement is effective on the above date entered into and will terminate upon satisfactory completion of agreed upon services, but no later than [Number] months after the effective date.
  • [Client] or Consultant may terminate this agreement without cause upon thirty (30) days written notification to the other party at the address shown in this agreement.
  • [Client] may terminate this agreement immediately upon Consultant's refusal to, or inability to perform under the agreement or Consultant's breach of this agreement.
  • This agreement shall be terminated automatically in the event of Consultant's death. On termination of this agreement, [Client]'s obligation to pay Consultant, except for services already accrued or incurred, will forthwith cease and terminate.

  1. If mutually agreeable to [Client] and Consultant, this agreement may be extended. Such extension will be documented by written amendment, duly signed and dated by both parties.

  2. Neither party to this agreement may assign, sell or transfer any part thereof to any other firm or entity without first obtaining the written permission of the other party hereto.

  3. This Agreement shall be governed and construed in accordance with the laws of the State of _____ applicable to contracts made and fully performed therein, and the state and federal courts located in _____ shall have exclusive jurisdiction of all suits and proceedings arising out of or in connection with this agreement.

  4. This agreement and referenced attachment constitute the entire contract of the parties hereto and supersedes any prior agreement between the parties, and shall not be modified unless in writing and signed by both parties.

Dated ____________

[Print Client Name]..........................[Print Consultant Name]

__________________.................. _________________
Signature.....................................Signature
Title..........................................Federal Tax ID No.


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Friday, August 10, 2007