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Anne W.

Anne Wallingford, WordSmith

 

Freelancer's FAQ



Work-for-Hire Contract


Disclaimer: Although this contract has been reviewed by corporate lawyers, please keep in mind that I myself am NOT a lawyer. If you have any questions about legal terms or issues, you should consult your own lawyer. Because 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.

Professional Services Contract

THIS AGREEMENT is entered into this DATE by and between CLIENT based at CLIENT'S ADDRESS, CITY, STATE, ZIP CODE hereinafter referred to as SHORTENED CLIENT NAME and EDITOR/WRITER'S NAME, hereinafter referred to as Consultant (OR APPROPRIATE TERM).
  1. Consultant, pursuant to the provisions of this agreement, is retained by CLIENT to provide publishing services for CLIENT. The specific services to be provided to CLIENT by the Consultant are:
See Professional Services Agreement, attached. AGREEMENT OUTLINES DUTIES TO BE PERFORMED.
  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:
  1. FEES: A retainer of $$$.$$ for performance of the services specified in 1, above.
  2. EXPENSES: Consultant will provide at its own all ordinary and personal items as may be necessary or appropriate to the rendering of the services herein contemplated. CLIENT will not be responsible for payment or reimbursement of any fees or expenses of Consultant, excepting for those fees and expense items specifically authorized or otherwise set forth in this agreement and as specified in services / work. CLIENT will reimburse Consultant for all reasonable expenses incurred which are incidental to the services performed hereunder and which have been agreed upon in advance by CLIENT and Consultant.
  1. Billing and Payment: Payment of fees and reimbursement for expenses incurred will be made within 30 days after receipt of an invoice by CLIENT. First invoice for $$$ will be submitted no later than DATE. ADDITIONAL invoices will be submitted IDENTIFY SUBMISSION DATES. If expenses are incurred, said expenses will be invoiced no later than DATE-USUALLY ONE MONTH AFTER LAST INVOICE.

  2. All invoices must specify the invoice total and period covered. Expenses must be itemized and substantiated by the attachment of receipts for all expense items.

  3. It is understood that Consultant is an independent professional contractor and that Consultant will not in any event be construed as or hold themself to be employees of CLIENT. It is further agreed that at no time will the Consultant or the work efforts of the Consultant be under the supervision or control of CLIENT, although Consultant agrees to comply with all reasonable requests and regulations applicable to any other business invitee of CLIENT. It is also agreed that Consultant, as an independent contractor, is not restricted to working exclusively for CLIENT during the term of the agreement.

  4. Ownership or Work. Works shall be considered made-for-hire under the United States Copyright Act and, at all stages of development, shall be and remain the sole and exclusive property of CLIENT. Consultant further agrees to take all actions and execute and deliver all documents requested by CLIENT in order to evidence the assignment of CLIENT's rights in and to the Work.

  5. Consultant is responsible for Workers Compensation, Disability, Unemployment, Automobile Insurance, and any other insurance required by the State of STATE NAME. 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.

  6. The parties hereto acknowledge that during the course of Consultant's service to CLIENT pursuant to this agreement, it will become necessary or desirable for CLIENT to disclose to Consultant a substantial amount of CLIENT Proprietary Information. Consultant fully understands that the maintenance of such information in strict confidence and the confinement of its use to CLIENT is of vital importance to CLIENT. Consultant agrees that the information and knowledge divulged to the Consultant by CLIENT or which Consultant acquires in connection with or as a result of Consultant's services hereunder will be regarded by Consultant as confidential.

  7. 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.
  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 six (6) 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. Further, 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.

  2. 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.

  3. 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.

  4. This agreement has been negotiated, executed and delivered in the State of NAME OF STATE. The parties hereto agree that all questions pertaining to the validity and interpretation of this agreement will be determined in accordance with the laws of the State of NAME OF STATE.
.....This agreement and referenced attachments constitute the entire contract of the parties hereto and supersedes any prior agreement between the parties.

Dated ________, and executed at City____________, State __________________

By:.....PERSON'S NAME, for CLIENT.....By:___CONSULTANT'S NAME_____

______________________________.....________________________________
Signature......................................................Signature

______________________________....._________Consultant_______________
Title                                                       SS# OR FEIN #


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Friday, August 10, 2007