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A guide to who prepares freelancer contracts & what's covered

19 January 2020

As a freelancer, you’ll likely work with a mix of businesses. So who prepares the contract terms for your products and services? You or the business receiving your products and services?

Here’s a guide. 

Master Service Agreement (MSA)

If you are working with a larger business, you’ll likely receive a contract from that business outlining the work you’ll complete, sometimes its called a master service agreement (MSA). 

A master service agreement covers the products and services you will be delivering. 

If you receive an MSA, it's a good idea to have it reviewed by a business lawyer. 

Below is what usually goes into a Master Services Agreement: 

  • project start/end date 
  • product/service description 
  • fees
  • supplier code of conduct (if any) 
  • fees , expenses and payment
  • jurisdiction - the law that will apply e.g. NSW, Switzerland etc
  • record keeping & audit rights
  • transfer of IP rights
  • insurance
  • Indemnity 
  • liability limitation 
  • termination & consequences
  • ​confidentiality 

Small and medium businesses

Small and even medium sized businesses may be happy to accept your freelancer contract terms (i.e. if you have already had them drafted beforehand).  

So what goes into your freelancer contract terms? Below is an idea of typical terms. 

Freelancer contract terms

Below are the typical key items in a freelancer contact:

  • product/service description 
  • ​term of contract
  • ​client responsibilities
  • ​fees & payment terms
  • expense reimbursement
  • late fees
  • intellectual property
  • warranties
  • indemnity for third party claims - for protection from client’s breach of a third parties IP rights
  • liability limitations
  • dispute resolution 
  • termination & termination consequences
  • ​confidential information 
  • marketing & promotions - ability to promote your work to add to your client portfolio 
  • relationship clause - clarify its not an employee/employer relationship 
  • subcontracting - ability to subcontract (if this will occur). 

Freelancer contract terms

Do you need to have your own contract terms prepared?

Ideally yes, because that way you can be prepared for situations where another party does not have contract terms ready.

I have worked with consultant and photographer clients that have used their own terms in some instances and when working with larger clients, have used the larger businesses' terms. 

And, if you are going to use terms prepared by the other party, it's always a good idea to have them reviewed by a lawyer. 

How to display your freelancer contract terms 

How should you display your contract terms?

You may attach the terms to your invoice and make reference to them in the invoice for example, on top of the invoice you can write ‘by paying this invoice you agree to our terms over page.'  

Do you have questions or comments about freelancer contract terms? Be sure to leave them below. 


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Vivian Michael
 

Vivian Michael is a lawyer and founder of Michael Law Group. Vivian's mission is to make quality business legal services accessible to entrepreneurs launching in Australia.

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