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Crucial Contract Clauses for Freelancers

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The promise of work is enough to get most freelancers or independent contractors fired up. As any contract review attorney Seattle will tell you, before plunging ahead with a new project, smart freelancers take the time to draw up a contract. The contract will clarify the work to be done, who will be responsible for what, and ensure that payment is agreed upon and received.

The Clauses Your Seattle Business Lawyer Would Want You to Include

A few email exchanges or an accepted estimate will likely not be enough to start you off on the right foot for your freelance assignment. Take the time to clarify the following:

  • Contact information. This should include the client’s company name, physical address, mailing address, and main phone number, in addition to the phone number and email address of your primary contact. Setting up a single point of contact is incredibly helpful, as it allows you to avoid the confusion and extra work that comes from receiving differing feedback and change requests from multiple people who are involved in your project. Your contract should also provide your contact info as a courtesy.
  • Pricing. Whether you are charging a flat fee for the entire project, itemizing rates for different segments of the project, or setting an hourly rate, it should be clearly spelled out in the contract. If you have an hourly rate, establish a minimum and a maximum number of hours to be billed (which ensures you will make a fair amount for your work and prevents the client from worrying about being overbilled). You will also want to state when and how payments should be made, as it is common practice to ask for a certain percentage up front and the remainder at specific milestones or when the project is complete.
  • Project parameters. Explicitly state exactly what work you will be doing and what the client will be responsible to provide, as well as a final deadline and due dates for significant milestones. Your parameters should establish, for example, if you are designing a website, are you also handling the coding? If you are writing copy for marketing materials, will information be provided to you or will you have to gather that on your own? Will they provide their own images or will you need to use stock photographs, and if so, who purchases the rights to those images? Be certain you establish expectations for what you will deliver, too. How many concepts will you provide? How many revisions will they be allowed?
  • Additional work. “Scope creep” is what project managers call the other tasks and ideas that come up in the midst of a project. Unwary freelancers may find themselves providing work for free if they don’t establish a way to handle scope creep in their contract. Clearly state how you will bill for additional work, and refer your client to the contract before taking on additional tasks so that they know this will add to the final bill.
  • Canceled or inactive projects. Sometimes, a company’s priorities shift and they opt out of finishing a project. This can leave a freelancer with no money to show for the work that has been done, which is why some freelancers charge money upfront for their work. Others may also implement a “kill fee,” which allows them to bill for a certain amount if the project is canceled for reasons outside of their control. Some charge 50%, some 25%, of the total project estimate, while others may set up more elaborate kill fee structures based on how much work has been done.
  • Copyrights. It’s your creative output, but your copyright attorney Seattle will want to know who owns it when the project is complete? And who owns it if the project is stopped mid-stream? Typically, freelancers “own” the copy, images, etc., that they create until they receive their final payment, at which point their client “owns” it. But it’s important to mention this as a way to protect yourself from a client who decides to use your work without paying for it, and it protects your clients from seeing the work they paid for used by competitors. Graphic designers who use images provided by their clients may want to put in a statement that it is the client’s responsibility to only provide images that they have created or had a legal right to use and that you cannot be held responsible for infringement claims made on images provided to you. This will protect you if your client illegally pulled images off the internet, for example.

Other items to consider adding include any warranties about the quality of your work (some web designers offer 30- to 90-day warranties on coding, for example), a reminder that you are an independent contractor and not an employee of the client, a promise of confidentiality on your behalf regarding any proprietary business information they share with you, a request for their confidentiality in disclosing pricing and other information about working with you, and establishing jurisdiction if you are working with clients outside of your local area. If you would like to create a standard contract template, it may be a good idea to seek the advice of a Seattle business lawyer, who can review your document and offer suggestions.

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