SAMPLE WORK-FOR-HIRE FREEHLANCE WRITING AGREEMENT
This Work-for-Hire Freelance Writing Agreement (this “Agreement”) is hereby entered into as of this Day day of Month, 2013 (“Effective Date”) between the Writer and Client noted below, with respect to the Services 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”).
- DELIVERABLES; DISCRETION. Upon completion, Writer shall submit each 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 each 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 each Project to the Client, Writer represents and warrants that the Project (or any part of it):
(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.
- 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 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;
- to Writer's knowledge after due inquiry, has not been previously published in any manner or medium, specifically including but not limited to, print or electronic means.
(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 future payment except that that Client shall pay Writer in full at the agreed-upon rate for all portions of the Project completed to date, and/or refuse to use any portion of the Project in any publication related to the business of Client or otherwise. [NOTE: If the Project can be submitted in portions or measured in sections of completion, this provision should ideally provide for measurable milestones against which the Client can monitor progress and the Writer can ensure that they will have strong evidence that they are entitled to payment for such completed portions.]
- COMPENSATION; CHANGES. Client agrees to pay Writer:
$___________ per hour/word
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.
NOTE: DO NOT PROVIDE FOR CALIFORNIA LAW AS THE GOVERNING LAW IN A WORK-FOR-HIRE CONTRACT WITH A WRITER OR OTHER CREATOR OF COPYRIGHTABLE MATERIAL. CALIFORNIA LAW PROVIDES THAT A PARTY TRANSFERRING RIGHTS UNDER A WORK MADE FOR HIRE AGREEMENT IS AN EMPLOYEE FOR PURPOSES OF WORKERS COMPENSATION AND UNEMPLOYMENT INSURNACE AND THUS THERE ARE MANY ISSUES RELATED TO THOSE MATTERS SUCH AS REQUIREMENTS OF THE CLIENT TO PAY FOR WORKERS COMPENSATION AND UNEMPLOYMENT INSURANCE. FAILURE OF A CLIENT TO HAVE SUCH INSURANCE CONSTITUTES A CRIME UNDER CALIFORNIA LAW AND COULD EXPOSE THE CLIENT TO SUBSTANTIAL FINES AND PENALTIES. THERE ARE ALSO OTHER SITUATIONS IN WHICH A PARTY TRANSFERRING RIGHTS UNDER A WORK MADE FOR HIRE AGREEMENT IS DEEMED AN EMPLOYEE UNDER CALIFORNIA LAW RELATED TO TAX AND OTHER LIABILITIES UNDER STATE AND FEDERAL LAWS.
(a) The parties expressly agree and acknowledge that the relationship created by this Agreement is one of Independent Contractor. Writer is not the employee 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.
- 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.
- 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, as defined under Section 101, Copyright Act of 1976 (USC §101), which states, 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. The copyright for all Work produced under this agreement shall belong to the Client at all times. 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"). If and to the extent any portion of the Work is deemed not to be a "work-for-hire", Writer hereby irrevocably grants and assigns to the Client all Rights for the Work free from any restrictions and limitations.
- 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 (i) the disclosure of which would actually, directly and irrevocably harm Client and (ii) which Client specifically identifies as "Confidential" in writing (or by "rubber-stamp", cover page note, watermark, or other readily apparent means of identification) (the “Confidential Information”) shall be kept strictly confidential. To the extent information provided by the Client is not expressly identified as "Confidential", Writer is entitled to use its reasonable judgment to determine whether such information constitutes "Confidential Information". During the term of this Agreement and for a period of ____________ [NOTE: THE ENFORCEABILITY OF THE SURVIVAL PORTION OF THIS PROVISION WILL VARY DEPENDING ON APPLICABLE STATE LAW; AS A GENERAL RULE, THE PERIOD OF TIME MUST BE REASONABLE AND LIMITED TO NO LONGER THAN A PERIOD DURING WHICH DIVULGING OF SUCH INFORMATION WOULD ACTUALLY AND DIRECTLY INJURE THE CLIENT, AND LIMITED TO A REASONABLE GEOGRAPHIC AREA, WHICH GETS TRICKY WHEN DEALING WITH WIDESPREAD PUBLICATION OF WORKS] Writer agrees not to, at any time, or in any manner, either directly or indirectly, use any Confidential Information for the Writer's own benefit, or divulge, disclose, or communicate in any manner any Confidential 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.
- 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 [NOTE: NEW YORK HAS THE MOST ROBUST AND WELL-DEVELOPED BODY OF LAW THAT IS FREQUENTLY USED IN PUBLISHING AGREEMENTS AND ARE MOST FRIENDLY TO WRITERS' INTERESTS, SO IS A GOOD CHOICE FOR GOVERNING LAW. AGAIN, NOTE THE RISKS AND POTENTIAL LIABILITIES OF DEEMING A WRITING AGREEMENT A "WORK-FOR-HIRE" UNDER CALIFORNIA LAW NOTED IN 6 ABOVE]
- 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.