Gersom van Ginkel

Gersom

Freelance contract template

I consider it good practice to sign a contract for every freelancing project. On this page you'll find the template that I use and update from time to time.

The goal of this contract is to be:

  • lightweight;
  • fair to both parties;
  • readable for non-legal people.

Freelance agreement

This contract represents an agreement between these two "Parties":

  • "Company": company name, located at company address, represented by representative name

  • "Developer": Gersom.nl, located at Jan Tooropstraat 759, 1061AE Amsterdam, represented by Gersom van Ginkel

1. Subject of the contract

  1. The "Service" consists of support in software development.

  2. The Company requests the Developer to provide this Service. The developer agrees to provide this Service.

  3. This "Agreement" does not create an employer-employee relationship between the Developer and the Company. The Developer will not be part of the Company's organization.

2. Term and Termination

  1. This agreement goes into effect on start date and expires on end date ("Term").

  2. "Termination" of this agreement may be performed by each Party at any time, but both parties will aim for a 4 weeks' notice, operating in good faith.

3. Rights and Obligations

  1. The Developer will provide the Service in a professional manner and in compliance with the established industry standards.

  2. The Developer provides the Service using own tools and does so at the time and place of his choice. The Developer is not bound to fixed daily working hours.

  3. The Company can determine deadlines where needed and the Developer will respect these. In case the Developer is not able to meet a deadline, he will notify the Company on time.

  4. The Developer may ask help from a third party to deliver the Service. The Developer will remain fully responsible to the Company for the work of this third party.

  5. The Developer may provide his services to multiple other companies during this Agreement. The Developer will not use confidential information of the Company to provide services to competing companies during this Agreement.

  6. The Company will provide the Developer with all the necessary information and documentation.

4. Hourly Fee, Estimated Hours and Payment

  1. The Company will pay the Developer amount EUR/hour.

  2. The Developer will work an estimated amount of amount hours/month. The Developer will always await the Company's approval before exceeding this amount.

  3. The Developer will issue an invoice monthly, in the following currency: Euro.

  4. The Company will pay the full amount within 14 days upon receipt of the invoice.

  5. Social security contributions, taxes, etc. will not be paid by the Company. The Developer is solely responsible to pay the contributions required by law.

  6. In the event of a Termination of the agreement by either party, all hours that have already been serviced by the Developer will be paid by the Company.

5. Expenses

  1. The Developer will be reimbursed for all the expenses that need to be done in providing the Service, upon submission of written statements and receipts. The Developer will always await the Company's approval before making an expense.

  2. Expenses will be reimbursed according to terms 4.3, 4.4 and 4.6.

6. Work Product and Intellectual Property Rights

  1. The "Work Product" consists of everything generated by the Developer as part of the Service, including software code, infrastructure, designs, and documentation.

  2. Upon full payment, the Developer agrees to assign to the Company all intellectual property ("IP") rights to the Work Product. The Developer will promptly communicate all Work Product to the Company. If necessary, the Developer will assist the Company in the transfer of any IP rights.

  3. The Developer will not make any use of any of the Work Product without the Company's prior written approval.

  4. If any of the Work Product is patentable, the Developer waives his right to patent as set out in Article 12 of the Patent Act 1995. The Developer and Company agree that the fee represents equitable remuneration. The Developer will not claim any further compensation for loss of patent.

  5. This section does not apply to IP that the Developer creates outside the agreement for the Company, as long as: it was not created using the Company's equipment, supplies, facilities, or trade secret information; it was developed entirely in the Developer's own time and does not result from any work performed by the Developer for the Company; it does not relate directly to the Company's business or the Company's actual or anticipated research or development.

7. Force Majeure

  1. Either Party will be excused from any delay or failure in the performance of this Agreement if caused by anything beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.

  2. In the event of a Force Majeure Event, each Party must, within fifteen Business Days: (i) notify the other Party; (ii) indicate the foreseeable duration, if possible; and (iii) inform the other Party of the measures taken or contemplated to mitigate the consequences of the Force Majeure Event.

8. Liability and Insurances

  1. The Company will maintain adequate professional liability insurance during the Term.

  2. The Developer will follow all the instructions of the Company concerning the Company's insurance.

  3. The Developer is liable for damage that he causes to the Company, excluding damage that results from unintentional software bugs and vulnerabilities. The Company will take responsibility for creating a work environment that accounts for this type of human error and the Developer will actively contribute to this environment.

  4. The Developer indemnifies the Company against all third-party claims against the Company, only if the Developer is considered liable according to 8.3.

9. Publicity

  1. The Developer may publicly disclose his relationship with the Company, to build a portfolio.

  2. The Developer will ask the Company's approval and instructions before publicly writing about anything that is shared confidentially by the Company during the performance of the Service.

10. Governing Law and Dispute Resolution

This Agreement will be governed by and construed following the laws of The Netherlands.

11. General

  1. This Agreement forms the entire agreement of the Parties on this subject and it replaces any prior understandings. This agreement can only be modified in writing by the representatives of both Parties.

  2. No waiver of any provision of this Agreement will constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either Party to enforce any provision of this Agreement will not constitute a waiver of such provision or any other provision(s) of this Agreement.

  3. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the Parties and enforced as modified. All other terms and conditions of this Agreement will remain in full force and effect and will be construed in accordance with the modified provision.

Signed for and on behalf of company name by

  • name: representative name
  • title: job title

Signed for and on behalf of Gersom.nl by

  • Name: Gersom van Ginkel
  • Title: Freelance Software Developer