Freelancer Agreement Template, Free Download 2026

This Freelancer Agreement ("Agreement") is entered into as of the Effective Date by and between [Client Name], a [State] [entity type] with its principal place of business at [Address] ("Client"), and [Freelancer Name], an individual [or: a [State] [entity type]] with a principal address at [Address] ("Freelancer"). Client hereby engages Freelancer, and Freelancer accepts the engagement, to perform the services described herein as an independent contractor and not as an employee of Client.

This Agreement sets forth the complete terms governing the engagement. Freelancer represents that Freelancer is duly qualified, licensed (where applicable), and experienced to perform the services described herein, and that the execution and performance of this Agreement does not conflict with any other agreement or obligation to which Freelancer is bound.

Freelancer shall perform the services described in the Statement of Work attached hereto as Exhibit A (the "Services"). The Services shall be performed in accordance with the specifications, deliverables, timelines, and quality standards set forth in Exhibit A. Any services not expressly described in Exhibit A are excluded from the scope of this engagement and shall require a separate written agreement or amendment.

Client may request modifications to the scope of Services by submitting a written change order describing the proposed changes in reasonable detail. Freelancer shall evaluate the change order and provide Client with a written estimate of the impact on fees, timeline, and deliverables within [Number] business days. No change order shall be binding unless accepted in writing by both Parties. Freelancer shall not be obligated to perform work outside the agreed-upon scope without an executed change order.

Freelancer shall perform the Services in a professional and workmanlike manner consistent with industry standards and the specifications set forth in this Agreement. Client shall provide Freelancer with timely access to all materials, information, feedback, and approvals reasonably necessary for Freelancer to perform the Services. Delays caused by Client's failure to provide required materials or approvals may result in corresponding extensions of Freelancer's delivery deadlines.

Client shall pay Freelancer the fees set forth in Exhibit A (the "Fees") in consideration of Freelancer's performance of the Services. Unless otherwise specified, Fees are quoted in United States Dollars and are exclusive of applicable taxes. Freelancer shall be solely responsible for all income taxes, self-employment taxes, and other tax obligations arising from the Fees received under this Agreement, in accordance with the Internal Revenue Code and applicable state tax laws.

Fees shall be structured as [fixed project fee / hourly rate of $Amount / milestone-based payments as detailed in Exhibit A]. For hourly engagements, Freelancer shall maintain accurate contemporaneous time records and shall submit detailed invoices reflecting hours worked, tasks performed, and applicable rates. Freelancer shall not exceed [Number] hours per [week / month] without Client's prior written approval.

Freelancer shall submit invoices in accordance with the schedule specified in Exhibit A, or upon completion of each milestone or deliverable if milestone-based. Client shall pay each undisputed invoice within [Number] days of receipt. Client may dispute any invoice item in good faith by providing written notice specifying the disputed amount and the basis for the dispute within [Number] days of receipt; undisputed portions shall remain due and payable.

Late payments shall bear interest at the rate of [1.5% per month / the lesser of 1.5% per month or the maximum rate permitted by applicable law], calculated from the due date until the date of actual payment. If any undisputed invoice remains unpaid for more than [30/45] days past the due date, Freelancer may suspend performance of the Services upon [Number] days' written notice and shall not be liable for any resulting delays. Freelancer shall resume performance promptly upon receipt of all outstanding amounts.

Client shall reimburse Freelancer for pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services, including travel, materials, software licenses, and third-party vendor costs. Freelancer shall submit expense reports with itemized receipts within [30] days of incurring such expenses. Expenses exceeding $[Threshold] require Client's prior written approval.

Freelancer is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the Parties. Freelancer shall have no authority to bind Client, incur obligations on Client's behalf, or represent to third parties that Freelancer is an employee or agent of Client.

As an independent contractor, Freelancer shall retain sole control over the manner, method, and means of performing the Services, including the selection of tools, equipment, and work location, subject to the deliverable specifications and deadlines in this Agreement. Client's right to direct Freelancer is limited to the desired results and output of the Services. Freelancer may engage subcontractors with Client's prior written approval, and Freelancer shall remain fully responsible for all work performed by subcontractors.

Freelancer shall not be entitled to any employee benefits from Client, including health insurance, retirement plan contributions, workers' compensation, unemployment insurance, paid time off, or any other benefits. Freelancer is solely responsible for paying all federal, state, and local income taxes, self-employment taxes (FICA), and other taxes owed on compensation received under this Agreement. Client shall issue IRS Form 1099-NEC to Freelancer for compensation of $600 or more in a calendar year, as required by 26 U.S.C. § 6041A. Freelancer shall provide Client with a completed IRS Form W-9 prior to the commencement of Services.

Freelancer shall hold in strict confidence and not disclose to any third party any Confidential Information of Client obtained during the engagement. "Confidential Information" includes all non-public information relating to Client's business, including trade secrets, customer data, financial information, marketing strategies, product plans, and proprietary methodologies. Freelancer shall use Confidential Information solely for the purpose of performing the Services and shall implement reasonable safeguards to prevent unauthorized disclosure.

Confidential Information excludes information that is publicly available through no fault of Freelancer, was known to Freelancer prior to disclosure, is independently developed without reference to Confidential Information, or is lawfully received from a third party without restriction. Freelancer's confidentiality obligations shall survive termination of this Agreement for a period of [Number] years, or indefinitely with respect to trade secrets for so long as they retain their trade secret status.

All work product, deliverables, inventions, creative works, designs, code, content, and materials created by Freelancer in the course of performing the Services (collectively, "Work Product") shall be the sole and exclusive property of Client. To the extent any Work Product constitutes a "work made for hire" under 17 U.S.C. § 101, it is deemed a work made for hire. To the extent any Work Product does not qualify as a work made for hire, Freelancer hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all copyrights, patents, trade secrets, and other intellectual property rights.

Freelancer retains ownership of any pre-existing tools, methodologies, frameworks, libraries, or materials owned by Freelancer prior to this engagement or developed outside the scope of this Agreement ("Freelancer Materials"). To the extent any Freelancer Materials are incorporated into the Work Product, Freelancer grants Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, modify, reproduce, and sublicense such Freelancer Materials as part of the Work Product. Freelancer shall identify all Freelancer Materials incorporated into any deliverable.

Freelancer agrees to execute any documents and take any actions reasonably requested by Client to perfect, register, or enforce Client's ownership rights in the Work Product, including patent applications, copyright registrations, and assignments. Freelancer hereby irrevocably appoints Client as Freelancer's attorney-in-fact for the limited purpose of executing such documents if Freelancer fails to do so within ten (10) business days of Client's request. Freelancer waives all moral rights in the Work Product to the fullest extent permitted by applicable law.

If Client cancels the engagement or any individual project after Freelancer has commenced performance but before completion of the applicable deliverables, Client shall pay Freelancer a kill fee equal to [Percentage]% of the total project fee for the cancelled work (or, for hourly engagements, payment for all hours worked through the date of cancellation plus [Number] hours of additional compensation). The kill fee compensates Freelancer for the opportunity cost of reserving time and declining other engagements in reliance on this Agreement.

The kill fee shall be payable within [Number] days of Client's written notice of cancellation. Upon payment of the kill fee, Client shall be entitled to receive all Work Product completed through the date of cancellation, and the intellectual property assignment provisions of this Agreement shall apply to such completed Work Product. Freelancer shall have no obligation to complete any unfinished deliverables following cancellation.

Freelancer shall indemnify, defend, and hold harmless Client and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Freelancer's breach of any representation, warranty, or obligation under this Agreement; (b) Freelancer's negligence or willful misconduct in the performance of the Services; (c) any claim that the Work Product infringes or misappropriates any third-party intellectual property right; or (d) any claim arising from Freelancer's failure to comply with applicable tax laws or independent contractor classification requirements.

Client shall indemnify, defend, and hold harmless Freelancer from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Client's breach of this Agreement; (b) Client's negligence or willful misconduct; or (c) any claim arising from Client's use of the Work Product in a manner not authorized by or contemplated under this Agreement. Each Party's obligation to indemnify is conditioned on the indemnified Party providing prompt written notice of any claim and reasonable cooperation in the defense thereof.

This Agreement shall commence on the Effective Date and shall continue until the completion of all Services and delivery of all deliverables, unless earlier terminated. Either Party may terminate this Agreement for convenience upon [Number] days' written notice to the other Party. Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to cure such breach within [Number] days after receiving written notice specifying the nature of the breach.

Upon termination for any reason: (a) Client shall pay Freelancer for all Services performed and deliverables completed through the effective date of termination, plus any applicable kill fee; (b) Freelancer shall deliver to Client all completed and in-progress Work Product; (c) each Party shall return or destroy all Confidential Information of the other Party; and (d) the provisions regarding confidentiality, intellectual property, indemnification, and limitation of liability shall survive termination.

This Agreement shall be governed by the laws of the State of [State] without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved through [binding arbitration administered by AAA/JAMS / litigation in the state or federal courts located in County, State]. The prevailing party shall be entitled to recover reasonable attorneys' fees and costs.

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements and understandings. This Agreement may not be amended except by written instrument signed by both Parties. No waiver shall be effective unless in writing. If any provision is held unenforceable, the remaining provisions shall continue in full force. This Agreement may be executed in counterparts and delivered by electronic transmission.

Freelancer shall not assign this Agreement or any rights hereunder without Client's prior written consent. Client may assign this Agreement to a successor entity. All notices under this Agreement shall be in writing and shall be deemed delivered when sent by email with confirmed receipt, certified mail, or overnight courier to the addresses specified above. Force majeure events excusing performance shall include acts of God, government action, natural disasters, pandemics, and other events beyond the reasonable control of the affected Party.