Freelance Services Agreement

FREELANCE SERVICES AGREEMENT

This Agreement is made on [DATE] between:

[FREELANCER NAME], [ADDRESS], [Udyam Registration Number, if registered] ("Contractor"); and
[CLIENT NAME], [ADDRESS], [GSTIN] ("Client").

1. SERVICES
The Contractor will provide the services described in Schedule 1 ("Services"). Anything not described in Schedule 1 is outside scope and is dealt with under clause 4.

2. FEES AND PAYMENT
2.1 The fee is [AMOUNT], [inclusive / exclusive] of GST.
2.2 An advance of [PERCENTAGE]% is payable before work commences.
2.3 The balance is payable against the milestones in Schedule 2.
2.4 Invoices are payable within [NUMBER] days of the date of acceptance or deemed acceptance under clause 3. Where the Contractor is a micro or small enterprise registered under the Micro, Small and Medium Enterprises Development Act, 2006, payment timelines and interest under Sections 15 and 16 of that Act apply.
2.5 Tax will be deducted at source as required under applicable law. The Client will furnish the relevant certificate within [NUMBER] days of deduction.

3. ACCEPTANCE
3.1 The Client has [NUMBER] business days from delivery of a deliverable to either accept it or provide written comments identifying specific failures to meet Schedule 1.
3.2 If no written comments are received within that period, the deliverable is deemed accepted and the corresponding payment falls due.

4. CHANGES
Any work outside Schedule 1 is a change request. Change requests will be quoted and confirmed in writing before work proceeds.

5. REVISIONS
The fee includes [NUMBER] rounds of revision per deliverable, against the brief in Schedule 1. Further rounds are chargeable at [RATE].

6. INTELLECTUAL PROPERTY
6.1 The Contractor retains ownership of the Pre-Existing Materials listed in Schedule 3, and grants the Client a perpetual, worldwide, non-exclusive licence to use them as incorporated in the deliverables.
6.2 On receipt of payment in full, and not before, the Contractor assigns to the Client all copyright in the final deliverables, for the full term of copyright, throughout the world.
6.3 Concepts, drafts and materials not selected by the Client remain the property of the Contractor.
6.4 The Contractor may display the deliverables in the Contractor's portfolio and identify the Client as a client, subject to clause 8.

7. CANCELLATION
If the Client cancels, the advance is non-refundable and the Contractor is entitled to payment for milestones completed and a pro-rata amount for the milestone in progress.

8. CONFIDENTIALITY
Each party will keep the other's confidential information confidential and use it only for this engagement. This does not apply to information that is public, already known, independently developed, lawfully received from a third party, or required to be disclosed by law.

9. RELATIONSHIP
The Contractor is an independent contractor. Nothing in this Agreement creates employment, partnership or agency. The Contractor controls the manner and method of performing the Services and may work for other clients.

10. LIABILITY
Neither party's aggregate liability under this Agreement exceeds the total fees payable, except for breach of confidentiality or infringement of third-party rights.

11. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of India. The courts at [CITY] shall have jurisdiction. [Optional: disputes shall be referred to arbitration by a sole arbitrator, seat at [CITY], under the Arbitration and Conciliation Act, 1996.]

Signed:

_______________________        _______________________
[CONTRACTOR]                   [CLIENT]

SCHEDULE 1: SERVICES AND DELIVERABLES
SCHEDULE 2: MILESTONES AND PAYMENTS
SCHEDULE 3: PRE-EXISTING MATERIALS

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