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1. Services and scope

[Your name] of [Your business] ("the Freelancer") agrees to provide the following services to [Client name] of [Client company] ("the Client"):

[Describe the services and deliverables here.]

The scope is limited to what is described above. Anything not listed is out of scope and requires a written change order, signed by both parties, before that work begins.

2. Payment

The total fee for this work is USD ___. Payment terms: 50% deposit before work begins, balance due on completion. The Freelancer retains ownership of all work product until payment is received in full. Invoices unpaid 7 days past their due date may accrue a late fee of 1.5% per month on the outstanding balance.

3. Revisions and change orders

Reasonable revisions within the agreed scope are included. A request to add work beyond the original scope is a change order: it is not binding until described in writing and signed by both parties, and it may carry an additional fee at the Freelancer's standard rate.

4. Intellectual property

On receipt of full payment, the Freelancer assigns to the Client the intellectual property rights in the final deliverables. This does not transfer the Freelancer's pre-existing tools, templates, or methods. The Freelancer may display the completed work in a portfolio and marketing materials.

5. Confidentiality

Each party agrees to keep confidential the other's non-public business information learned during this work, and to use it only to perform or receive the services. This obligation continues for three (3) years after the work ends.

6. Independent contractor status

The Freelancer is an independent contractor, not an employee, partner, or agent of the Client. The Freelancer controls how and when the work is done, is responsible for their own taxes and expenses, and may work for other clients.

7. Termination

Either party may end this agreement with fourteen (14) days written notice. If the Client terminates after work has begun, the Client pays for all work completed to that date. Fees already paid are non-refundable to the extent work has been performed.

8. Limitation of liability

The Freelancer's total liability under this agreement will not exceed the total fees paid by the Client. Neither party is liable for indirect, incidental, or consequential damages.

9. Governing law and disputes

This agreement is governed by the laws of the state where the Freelancer is based. The parties will attempt to resolve any dispute through good-faith negotiation, then mediation, before pursuing court action. The prevailing party in any dispute may recover reasonable costs and attorneys' fees.

10. General

This is the entire agreement between the parties and may be changed only in writing signed by both. If any provision is unenforceable, the rest remains in effect. This agreement may be signed electronically, and electronic signatures are valid and binding under the U.S. ESIGN Act and UETA.