How to write a Freelance Agreement (with Templates)

Digital advertising has been a significant trend. Companies tend to stick to reviews and captions on social media —— and we witness a greater use of freelance writing services. Though business opportunities have significantly increased, freelancers and clients feel insecure as freelance jobs may not protect their rights and obligations. 

 

We have analysed the common issues and FAQs in writing a good freelance agreement. In the following, we will break down what is a freelance agreement and what you should include in it —— don’t miss out on our templates prepared for you! 

 

Question #1: What is a Freelance agreement?

 

A freelance agreement is used to hire an individual to provide services on a per-job basis at an agreed price. Such services are usually straightforward and include editing, writing blogs or articles, web designing and photography etc.

 

Question #2: Why is a Freelance agreement important?

 

Though you may identify yourself as a possible user, you may ask, “Why would I need it in the first place?” There are a great number of common issues when there is no agreement. Here are some excellent reasons you should use one.

 

For freelancers, there are manifold advantages to using a freelance contract: 

 

Certainty of getting paid

It is often the problem that freelancers are often left unprotected. As freelance work is usually a simple one-off task, both parties do not consider drafting a contract. It may give the ill-intentioned employers greater leeway to defer paying salaries. The freelancers find it challenging to prove their clients have explicitly promised to pay on the stipulated date. With the help of the freelance agreement, the freelancers can ensure the salary promised in previous correspondence is fully enforceable.

Certainty of what we have agreed to do

Perhaps one of the greatest fears of all time: the client keeps changing the contents of the job or adding different new details.  With the agreement, both parties can stipulate the scope and specific details of the work. The client can have reasonable expectations of what the completed written content looks like. Besides, the freelancers may be able to resist the client’s demand to alter the job content frequently.  Ultimately, it helps freelancers to allocate their time to different jobs better!

 

It does not only benefit the freelancers. It also protects the client: 

 

Traceability of correcting defects

Remote working allows both parties to make transactions without meeting each other. Though there are many conveniences, the problem of defects in the completed job remains unsolved.  Without a contract, the client may be asked to pay an extra sum to correct the weakness in the finished task, as the correction may belong to “a new job.”  The freelancers may not resist the demand to correct the defect with an agreement. It gives the client a more solid guarantee that the work must be up to standard.

Protection of Intellectual Property Rights

As there are and will be multiple platforms emerging, the client may wish to reproduce the written content in unforeseen media in the future. For instance, a Youtuber that published the freelance editor’s materials on its website may want to repost it on Facebook later without asking for the freelancer’s permission.  Such use may infringe the freelancer’s intellectual property rights. It may cost the client a significant sum in litigation. Even if the parties do not resort to the court, the client may spend much in the settlement.  Hence, stipulating the finished written content as the client’s property could help save money.

 

Question #3: When do I use a Freelance agreement? 

 

The answer is —— always.  

 

Understandably, not drawing up a contract is tempting. It is a common misconception that an easy task does not deserve the effort to draft every clause carefully. However, it should be noted that without reducing everything into a written freelance agreement, both parties may have difficulties in enforcing their agreed intention. Parties can allege they have decided on different versions of the oral agreement. The unreliability of memory may also make it harder for both parties to agree on a written agreement afterwards. 

 

Question #4: How do I use a Freelance agreement?

 

Firstly, you should draft a freelance agreement. For full illustration, please refer to Question #5. 

 

Lastly, both parties should sign the agreement before the freelancer begins working on the task! Both parties must carefully read all the terms included in the agreement before signing. They should sign and return a copy of the form.

 

Question #5: What are the essential clauses in a freelance agreement? 

 

Are you fretting about how to draft a comprehensive freelance agreement? We will show you the crucial elements of a freelance agreement in the following.  

 

• Scope of work 

 

The rule of thumb is that the more detailed the agreement is, the fewer disputes it would attract. Both parties should stipulate what to include and what not to include. For instance, the client should state the contract’s desired font size and style in the contract. Apart from providing the topics and their description, the parties can include suggested word lengths or proportions for each topic covered in the agreement. An example can be: 

 

The articles must be the Freelancer’s original work that has not been published on any other website, forum, chat or social media network.

 

Optionally, the parties can include a schedule named “Job Guidelines” at the end of the agreement to name all specific details. 

 

• Payment terms

 

There are different payment methods. Regardless of the methods, the parties should state them clearly in the contract. More importantly, the parties should provide the date of payment and agreement price. 

 

We have mentioned that one of the most significant benefits of the agreement is that the client can guarantee punctual payment. The freelancer can negotiate a late charge on the outstanding balance to encourage the client to make prompt payment in the agreement. 

 

The client is also concerned about whether they should be responsible for the freelancer’s extra expenses because of this job. While certain costs can be foreseeable and thus provided in the contract, some may not. In preparing for a travel blog, the freelancer may need to travel overseas and incur unexpected expenses. To prevent arbitrary expenses, the client can set a maximum expense incurred before acquiring their approval. A sample clause can be: 

 

If any expenditure is over HK$2,000, the freelancer agrees to obtain the customer’s written consent before incurring the cost.

 

• Backup plans

 

Contingency plans should always be prepared. To avoid any unwanted termination, you should include “backup plans.” In the case of unforeseen delays, the parties can provide extensions. However, if the freelancer still cannot complete the task on time, the parties can provide for liquidated damages. Again, the parties have the freedom to draft any clause they want to. However, it is significant that the parties provide a “liquidated damages clause” instead of a “penalty clause”, as the latter is unenforceable. 

 

• Assignment clause

 

The clients may worry if the freelancer will take up as many jobs as they can —— then outsource them to freelancers who offer lower prices. It will cause leakage of the company’s confidential information and make the quality of the written content dubious. Hence, an assignment clause can prevent these issues. An example can be: 

 

The Writer shall not assign the Agreement or sub-contract the performance thereof without the prior written consent of the customer.

 

• Conflict of interest

 

As this is a freelance job, the freelancer should be able to provide service to other clients. However, the parties can stipulate the extent of freedom granted to the freelancer in providing the services. For instance, the freelancer cannot engage in other contracts that would impede the performance of the current agreement. The parties can stipulate that the freelancer cannot solicit any client's customer within a specific time period to better protect the client. 

 

• Warranties 

 

Creative tasks often require great freedom. It is often difficult for the client to control every writing process. However, the client can protect itself from the unwanted outcome by listing several warranties: 

 

• • The freelancer should correct any defects as to the inferior quality of the written content
  • The content produced by the freelancer complied with statutes and property rights of the third party

 

• Rights in work product

 

As mentioned above, both clients and freelancers are concerned with the intellectual property (IP) rights as to the written content. Ultimately, the drafting of the clause depends on the negotiation outcome of the parties. However, the information below serves as a general guide.  

 

For clauses that favour the freelancers, they may wish to stipulate that they reserve all the IP rights to the blog or article. Though they licence the clients to have IP rights, it is stipulated that the rights will be terminated along with the termination of the agreement. More importantly, the freelancers could licence (i.e. permit) the IP rights on a non-exclusive basis, allowing themselves to exploit their writings or grant IP rights to the client’s competitors. 

 

On the contrary, the clients would be able to stipulate they would gain all the IP rights, and they will be the sole owner of the written documents. 

 

 

Question #6: Can I have Agreement templates? 

 

You may find the above quite confusing —— but don’t worry if you cannot include all the elements listed above! We have prepared detailed templates (including all the above components). 

 

• Freelance / Independent Contractor Agreement - Simple Job (neutral form)

 

This template applies to all freelance jobs. This template is drafted neither in favour of the freelancer nor the client. 

 

There are general features covering all the seven clauses listed in Question #5. The agreement outlines the scope of the work, requiring the writer to carry out their work with good quality and in line with the laws. Besides, payment terms, backup plans and assignment clauses are included. Either party can terminate the contract based on reasons (e.g. either party becomes bankrupt). The customer could terminate the contract if the writer, without reasonable cause, fails to proceed diligently with the job. Both parties will co-own the rights of the work product. 

 

Click here to see the whole template. 

 

• Freelance / Independent Contractor Agreement - Simple Job (customer)

 

This template applies to all freelance jobs. This template is drafted in favour of the client. 

 

The general features of this template are largely the same as the neutral form (see point 1). 

 

Specific to this template:

• • Backup plans: freelancer has to pay liquidated damages upon delay.
  • Warranties: the freelancer will notify the client of the delays and complaints received. They will cure any defects in the completed product. Besides, they will indemnify the client against any expense or liability arising from personal injury during the contractual performance. 
  • Conflict of interest:  the freelancer cannot engage in other contracts that would impede the performance of the current agreement. Moreover, the freelancer cannot solicit any client's customer within a specific period
  • Rights in work product: the right is vested in the customer. 

 

As a result, the customer will retain great flexibility regarding the future use of the freelancer’s work. They will also ensure their performance interest by having liquidated damages (in case of delay in performance). 

 

Click here to see the whole template. 

 

• Freelance / Independent Contractor Agreement - Simple Job (contractor)

 

This template applies to all freelance jobs. This template is drafted in favour of the freelancer. 

 

The general features of this template are largely the same as the neutral form (see point 1). 

 

Specific to this template: 

• • Backup plans: freelancer needs not to pay liquidated damages upon delay.
  • Warranties: The clients should notify the freelancer of the delays and complaints received. Upon the notification, the freelancer will cure any defects in the completed product. Besides, the client will indemnify the freelancer against any liability arising out of the contractual performance. 
  • Conflict of interest: the freelancer can engage in any other contracts —— which means they can engage in other contracts that would impede the performance of the current agreement or solicit the client’s customer. 
  • Rights in work product: the right is vested in the freelancer. The right licensed to the client will perish when the agreement is terminated.

 

As a result, the freelancer will have greater freedom in contracting with different clients and more revenue streams. Shifting the burden of finding out the defects onto the clients prevents the freelancer from curing the defects after an unreasonable lapse of time. 

 

Click here to see the whole template. 

 

• Freelance Writer Agreement - Neutral Form

 

The template only applies to freelance writing jobs. This template is drafted neither in favour of the writer nor the client. 

 

The general features of this template are the same as Freelance Writer Agreement - Neutral Form. 

 

Specific to this template is that both parties co-own the IP rights in the work product. 

 

Click here to see the whole template.

 

• Freelance invoice (independent contractor)

 

This template is an invoice served to the customer for the freelance service provided before the payment date. In clause 8.2 of the Freelance / Independent Contractor Agreement - Simple Job (contractor), the freelancer should provide an invoice to the customer, including all the expenses incurred for the contract. 

 

The freelancer only needs to fill in the service provided and the costs incurred in this template. They should insert their name and payment method. 

 

Click here to see the whole template.

 

• Freelance invoice (company)

 

This template is an invoice served to the freelancer for the freelance service provided before the payment date. The customer can list all the expenses incurred. They can also include information like who pays for this bill and what kind of services are provided.

 

Click here to see the whole template.

Please note that this is a general summary of the position under common law and does not constitute legal advice. As the laws of each jurisdiction may be different, you may wish to consult your lawyer.