Freelance Service Agreement Draft (Word)
A plain-English starting draft of an independent contractor agreement between a freelancer (or agency) and a client. It covers the points that cause most disputes: what exactly is being delivered, the fee and currency, when payment is due and what happens if it is late, how many revisions are included, who owns the work and when, confidentiality, and how either side can end the agreement. It is a draft to adapt and check with a local lawyer, not legal advice.
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Real view of the file with its sample data (yellow cells are where you type).
FREELANCE SERVICE AGREEMENT
Starting draft: adapt it to your project and have it checked by a lawyer in the country whose law applies. Delete this line and every option in [brackets] that does not apply.
This agreement is made on [date] between:
| Freelancer | [Full legal name or business name] |
| Address | [Address, country] |
| Tax / registration no. | [if any] |
| [ ] |
and
| Client | [Company or person] |
| Address | [Address, country] |
| Tax / VAT no. | [if any] |
| Contact person | [Name, email] |
together "the parties". The parties agree as follows.
1. Services
1.1 The Freelancer will provide the services and deliverables described in Schedule A [or: in Proposal no. [ ] dated [ ], attached] ("the Services").
1.2 The work starts on [date] and the planned completion date is [date]. Dates depend on the Client supplying materials, access and feedback on time.
1.3 Anything not described in Schedule A is outside this agreement until both parties agree it in writing (email is enough).
2. Independent contractor
2.1 The Freelancer works as an independent business, not as an employee. The Freelancer decides how, when and where the work is done, uses their own equipment, and is responsible for their own taxes and social contributions.
2.2 The Freelancer may use subcontractors for parts of the work, remains responsible for their work, and makes sure they keep the Client's information confidential.
2.3 Nothing in this agreement stops the Freelancer from working for other clients.
3. Fees and payment
3.1 The Client will pay [amount and currency, e.g. USD 6,400] for the Services [or: [currency] [rate] per [hour / day], estimated at [ ] hours].
3.2 A deposit of [50]% is due on signing; work starts when it is received. The rest is invoiced [on delivery / at the milestones in Schedule A / monthly in arrears].
3.3 Invoices are payable within [14 / 30] days of the invoice date by [bank transfer] to the account shown on the invoice. Bank and transfer charges are paid by [the Client / each party for its own bank].
3.4 Prices [exclude / include] VAT, GST or sales tax. Where tax applies it is added at the rate in force on the invoice date [or: the Client accounts for tax under the reverse charge, where that applies].
3.5 If an invoice is not paid on time, the Freelancer may pause work after giving [7] days' written notice, and may charge late payment interest of [ ]% per month [or: as allowed by the law that applies], plus reasonable costs of recovering the debt.
3.6 Expenses such as stock images, fonts, software licences or travel are charged only if the Client approves them in advance.
4. Revisions and changes
4.1 The fee includes [two] rounds of revisions per deliverable. A round is one combined set of feedback.
4.2 Extra revisions, new deliverables or changes to the agreed scope are charged at [currency] [rate] per [hour] or quoted before the work starts.
4.3 If the Client does not give feedback within [10] working days of a delivery, the delivery is treated as approved [or: the Freelancer may invoice for the work done so far].
5. Ownership of the work
5.1 When the Client has paid all invoices under this agreement in full, ownership of the final deliverables (including copyright, as far as the law allows) passes to the Client.
5.2 Until full payment, the Freelancer keeps ownership and the Client may use the deliverables only for review.
5.3 The Freelancer keeps ownership of drafts, rejected concepts, and their own pre-existing tools, code libraries, templates and know-how, and gives the Client a permanent licence to use any of them that are built into the final deliverables.
5.4 Third-party materials (fonts, stock images, open-source software) are used under their own licences, which the Freelancer will name on request.
…
What's inside
- Parties, start date and the independent contractor relationship (no employment)
- Services and deliverables, with a schedule table you fill in or attach your proposal
- Fees in any currency, deposit, invoicing, payment terms, late payment and transfer fees
- Revisions, change requests and extra work at an agreed rate
- Ownership of the work passing to the client on full payment, with the freelancer's right to show it in a portfolio
- Confidentiality, data protection, warranties, limit of liability, ending the agreement, governing law and signatures
How to use it
- Open the file in Word, Google Docs or LibreOffice and read it fully once before you change anything.
- Fill in the parties: your legal name or business name and address, and the client's.
- Describe the services in Schedule A, or write "as described in Proposal number [ ] dated [ ]" and attach the proposal.
- Set the fee, currency, deposit, payment terms and late payment wording. Delete the options in [brackets] that do not apply.
- Choose the governing law (usually your country or the client's) and have the draft reviewed by a lawyer in that country, especially for large projects.
- Send it as PDF or through an e-signature service, and keep a signed copy with the project files.
Tips
- Never start work on a large project without a signed agreement and the deposit.
- Make sure the payment terms in the agreement match the terms on your invoices.
- Some countries have rules for late payment interest or for treating long-term contractors as employees; a local adviser can tell you what applies to you.
- Keep the language simple. A clause both sides understand is worth more than a clever one nobody reads.
Questions and answers
Is this agreement legally valid in my country?
It is a general starting draft written for freelancers in many countries. Contract law differs between countries and states, so have it checked by a local lawyer before you rely on it, especially the governing law, liability and late payment clauses.
Who owns the work before the client pays?
In this draft, you keep ownership until you are paid in full, and the client receives ownership of the final deliverables once all invoices are paid. You keep your own tools, templates and know-how.
Can I use it as an agency with subcontractors?
Yes. Clause 2 allows you to use subcontractors while staying responsible for the work. Have your own agreements with the subcontractors too.