I've shared this contact for use by Creative, Digital and Marketing Agencies (or any company for that matter) to use when contracting a Freelance Web Developer on digital projects. Feel free to fork, amend and use for your own projects however please be nice and credit where credit is due and take a note of the disclaimer on this document.
My aim is to create a realistic, agreeable contract with as little unreadable jargon as possible. Hopefully this example contract achieves that and is useful to you, feel free to comment so I can amend.
PS: feel free to remove this section (of course) when using in your final docs.
Between "us" (or "we") [your company name] of [your company address] registered in [England & Wales OR Scotland OR your registered country] with company number [your company number]
and
"you" [freelancer name / company name] of [freelance company address] [optional: registered in [England & Wales OR Scotland OR freelance registered country]] [optional: with company number [your company number]]
We like to build professional, long-term and positive work relationships, 'professional friends' if you will, both internally and with external parties. We know that you'll do your best to fulfil our needs and meet our expectations (and vice-versa), but it’s important to have things written down so that we both know what’s what, who should do what and when, and what will happen if something goes wrong. In this contract you won’t find any complicated legal terms or long passages of unreadable text. We’ve no desire to trick you into signing something that you might later regret. What we do want is what’s best for both parties, now and in the future.
So in short;
We are contracting you to provide **[front-end development and/or back-end development and/or technical lead/architect ...] services for a [digital project and/or mobile app ...] on a [white-labe sub-contractor or public sub-contractor basis] on our client project [project name].
We've discussed timelines and prices during previous correspondence and further on in this contract - but in summary we have agreed the above services to take as estimated total of [total time] with an estimated total price of [total price].
Of course it's a little more complicated, but we'll detail that further in this contract and throughout the project.
You: You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You have the experience and ability to do everything we’ve agreed with you and you’ll do it all in a professional and timely manner. You’ll endeavour to meet every deadline that’s set and on top of that you'll maintain the confidentiality of everything we give you.
Us: We’ll give you everything you need to complete the project as and when and in the format you need it (as discussed). We’ll review your work, provide feedback and approval in a timely manner too. Deadlines work two ways, so we’ll also be bound by dates we set together. We also agree to stick to the payment schedule set out at the end of this contract.
We work using [a(n) agile/scrum/waterfall/gantt/kanban/prince2/etc] [strict/influenced] approach on projects, meaning that you can expect from us:
- a kick-off meeting, usually accompanied by coffee, where we will discuss the brief, project plan and schedule and exchange notes
- regular scrums/catch-ups [in person/by Skype/by email], optionally accompanied by coffee, where we will discuss progress and exchange notes, on a schedule agreed upon in the project kick-off meeting
- milestone/phase/commit/release QA and sign-off in an agile/continuous development style
- soft-release QA and sign-off
- launch-release QA and sign-off
- [add/amend/delete project variables]
You agree to attend and input to the above, making sure that the project progresses appropriately to maintain the schedule.
[We will provide you with designs/We require you to create designs] and notes for all views and interfaces - where needed. [We will/you agree to] create designs with [responsive/adaptive/flexible] layouts that suit the features of the project brief and capabilities of many devices and screen sizes and provide design & development notes and annotations.
Where appropriate [we/you] will save time by replicating similar views and interfaces later at the development stage, noting these similar pages on the design files and making sure all content is available. Basically if there are a number of views/pages/interfaces using shared elements and templates, these can be built rather than designs. From time to time a client will need to see every page mocked up, but we can discuss interactive (built) mockups to save time in the long run.
You and us will welcome constructive two-way review of designs throughout to enable the best outcome. [You/We] will share designs using [Google Drive/Dropbox/OneDrive/GitHub/etc] and keep you updated with progress throughout design stage.
Copy and text will be [provided by us/written by you] in both designs and notes documents. [You/We] will enter text as per original discussions (for the first version of the website) into views/interfaces/CMS. [We have agreed a separate cost for copywriting services].
[We/You] will (where required/appropriate/possible) supply graphic files in an editable, vector digital format. [We/You] should supply photographs in a high resolution digital format. All stock imagery purchased [will be provided by us to you/should be provided to us by you] in high-res formats included notes and proof of usage licenses.
By adopting [a(n) phased/agile style/etc] development process we can have two continual two-way review of project progress and release versions of the code for testing and client approval [throughout/at agreed milestones during] the project.
If, at any stage, we’re not happy with the direction your work is taking, we'll discuss a fair payment for the work produced until that point and cancel this contract.
We will detail the requirements for the code, development of features, integration of plugins, frameworks, systems, versioning and programming languages in pre-contract discussions and during project kick-off and scrums/catch-ups, but in summary the project requires:
- [list of code, features, frameworks, programming language and any other (technical based) variables]
- [ CMS requirements ]
- [ Versioning (GitHub, SVN server etc) ]
- [ etc...]
Also, the most modern versions of everything should be considered for us (for example HTML5, CSS2.1 + 3 where needed, best-practic JavaScript, feature detection and adaptation, poly-fils and behaviours etc) to enable an up-to-date (technically), secure and high-quality end product.
We love to adopt new technologies in projects, but these should be agreed between first at project kick-off and scrum/catchup meetings.
Browser testing no longer just means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It also means ensuring that a person’s experience of a view/interface/app should be appropriate to the capabilities of a browser or device.
We require our projects to work in all current variations of major desktop browsers and operating systems including those made by:
- Apple (Safari)
- Google (Chrome)
- Microsoft (Internet Explorer and Edge)
- Mozilla Firefox
- Opera
on
- Windows (9+)
- Mac OS (10+)
We also require that projects are tested to ensure Microsoft Internet Explorer 9+ for Windows users functions to a high-quality appropriate, possibly adapted, experience. We don't require our projects to work in older (below 9) versions of Internet Explorer unless otherwise specified pre-contract and at project kick-off meetings. Appropriate additional fees for development of adaptive browser features should be agreed before the start of development.
Testing popular small-screen devices is essential in ensuring that a person’s experience of a view/interface/app is appropriate to the capabilities of the device they’re using. We test our work in:
- iOS: Safari, Google Chrome
- Android 4.x: Google Chrome and Firefox
- Windows Mobile 10.x: Edge, and if available at time of this contract Google Chrome and Firefox
Additional appropriate fees should be discussed before the start of development should the project require testing on Blackberry, Opera Mini/Mobile or another non-standard mobile browsers.
[We will procure/You should advise us on the procurement of] a [web and/or app and/or cloud and/or email ...] hosting company. Support and maintenance for website hosting, email or other services relating to hosting [will be procured by us/should be advised by you].
[We/You] have professional hosting and [we/you] will manage that hosting for this project.
[We/You] will setup a staging and live server and [we/you] will [setup] remote [FTP/SFTP/SSH/Control Panel] access to these servers as required.
Updates to, and management of those server will be up to [us/you].
[We/You] will setup statistics software, such as Google Analytics on the [staging/live] deployments.
As agreed in the project kick-off [we/you] will deploy stating/testing deployments and [we/you] will deploy live deployments to servers according to the agreed project schedule.
You and us understand that project briefs sometimes change, we agree to discuss these changes in a timely fashion and agree any changes to estimates (time or price). The estimates (time and price) at the beginning of this contract are based on the length of time you and us have estimated will be needed to accomplish everything we want to achieve, but of course agree to be flexible where required.
We agree that there is no ultimate guarantee that work we produce together will be error-free, although you agree that work will be produced to the highest of standards and every appropriate measure should be taken by you during development and testing to prevent errors, so we won't unreasonably hold you, or any third-party, liable for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if we've advised you of them.
Good relationships are two-way, so we expect you to work with us to resolve any such errors in a fair and timely manner, with appropriate and measured costs and timings being discussed.
Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
First, we will guarantee that all elements of text, images or other artwork we provide are either owned by us, or that we have permission to use them.
You expressly acknowledge and agree that any all "Intellectual Property" (or "IP") prepared by you for us, or provided to you by us, under this contract shall be considered "works for hire" and is our exclusive property, unless otherwise specified. These items shall include, but shall not be limited to, any and all deliverables resulting from your services or contemplated by this contract and project, all tangible results and proceeds of the services, works in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, customer lists, databases, software, programs, middleware, applications, and solutions conceived, made, or discovered by you, solely or in collaboration with others, during the term of this contract and project relating in any manner to you services.
With that said, we understand that you might utlise existing IP, either your own, open-source or commercial. You should list all IP used and detail the copyright, ownership and licences to us. We should agree to the use of any IP before it is used in the project.
Should any of your IP be agreed for use on the project, you should be happy to license its use by us and the contracting client, exclusively and in perpetuity for this project only, unless we agree otherwise.
Credits and license details to your IP will always be maintained within the project files and notes.
Notwithstanding ownership by us of the created IP, you and personnel within your company shall be free to use and employ their skills, know-how, and expertise, and to use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills gained or learned during the course of any assignment, so long as they acquire and apply such information without disclosure of any confidential or proprietary information of ours and without any unauthorised use or disclosure of the project.
You and your company [agree to sign/have already agreed and signed] a Mutual Non-Disclosure Agreement which details confidentiality in more detail.
We love to show off our work and share what we’ve learned with other people, so we should discuss any components that we can release, with joint permission between us and you, as open-source projects with joint author credits.
We will always like to display new projects on our own portfolio and to write about it on websites, in magazine articles and in books (etc), where you've licensed use of your IP to the project, you'll also agree as default (as part of this contract) to allow us to include this in portfolio activities.
Where appropriate (depending on the agreed form of the subcontractor arrangement for this project) we may agree that you can display and link to the project as part of your portfolio and to write about it on websites, in magazine articles and in books (etc). You should obtain written authorisation from us before doing this, as this permission may be sensitive depending on our client contracts.
We understand how important it is that we pay invoices you send us promptly. We agree to stick to the following payment schedule:
[Payment schedule]
Just like a parking ticket, you can’t transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.
Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of [English and Welsh] courts.
Signed by: [your name]
On behalf of: [your company name]
Date: [date]
Signed by: [freelance name]
[optional: On behalf of: [freelance company name]]
Date: [date]
Everyone should sign above and keep a copy for their records.
Originally published: 18/Aug/2015 by Dominic Fallows
This contract is forked from the Contract Killer 3 project.
This contract is licensed under a Creative Commons Attribution-ShareAlike 4.0 International License.
Neither myself (Dominic Fallows) or companies I may be contracted with or represent in any form are not a legal professionals or practices and this example contract does not constitute legal advice.
The contract is written for my own (and companies I'm consult with) professional use based on specific individual requirements. I share this document as an example and guide for you to use for your own requirements - and reserve the right to add, amend, replace, or remove sections without notice.
I (Dominic Fallows), any companies I consult or represent in any form or any partners I work with - will not be liable for any loss or damage arising directly or indirectly from the possession, publication, or use of or reliance on this example contract.
Agencies and freelancers should always obtain their own legal advice.