Or, download the standard PDF template.
One of the downsides of being a freelance consultant is the irregular cash flow that comes with the cycles, no matter what agreement template you're using - here's how a retainer contract can help. Your bills, on the other hand, will continue coming regularly, making it very difficult to cope. However, you still need to ensure that you receive at least a steady sum to keep the practice running. Stable financial flow will not only ensure your business moves forward, but it will help you avoid unnecessary expenses.
This issue can pose a nightmare since you may have thousands of dollars in unpaid receivables which you still can't collect for one reason or another. Thus, having a retainer agreement with your clients will act as the ultimate shield against the cyclic flow of consultancy fees. The retainer contract provides you as a freelancer, a secure flow of monthly income. Once a client agrees to the terms and signs it, you can be sure of payment monthly even when work was not availed.
Having a monthly retainer agreement will take you from being reactive to being proactive while providing the retainer invoices to keep your business afloat. But it's not just a matter of drafting one; you have to ensure that the client accepts the deal. Remember, you are not trying to cause the client to end the contract. Therefore ensure that you focus on highlighting your value and the importance of your services.
Thus, how do you go about selling a sample retainer contract to your clients?
1. Make your monthly retainer contract a product
For most consultants, selling the idea of a monthly retainer can be affected by the inability to communicate their value to the clients. Understand the value you bring to the table, and why your client needs your services. For many others, the task of asking the client to sign a retainer agreement is riddled with the fear that the client may reject the entire deal. But remember, the client needs service from you, so ensure that need is what you use as the foundation to sell the retainer agreement.
Ensure you understand what benefits the retainer agreement brings to both you and the client. Once the client sees and understands the value attached to the retainer contract, then it will be much easier to pitch it to them. Hence, they will see the need to commit to a retainer agreement.
However, to ease off the pressure of asking the client to sign a monthly retainer agreement, you can make the monthly retainer a product by unbundling the services they find valuable each month. It could be a monitoring service, marketing campaign or any service the client will discover valuable each month.
Essentially what you will be doing is reminding the client of your dependability and value. By focusing the client on what benefit it is to have you on board, it is easier to have them commit.
It is even better if you have been in a working relationship with this client. Remind the client of the value you have brought to them consistently. Ut your track record to the front and make it obvious that you desire to have the relationship become more consistent.
This arrangement allows the client to see the value in your continued services for their business instead of viewing your services from a single one-time package. This also removes the image that the clients will pay a monthly fee "just in case" they need your services at one point or another. Thus, the client will have a thorough understanding of the value they will be getting every month. Remember to be calm and confident in your capability to deliver consistent value for as long as possible.
2. Use your retainer agreement template to sell value, not hours
Once the client is on board with your services having tried your products, it is better to sell on the value of the product you had sold rather than opting to bill the client hourly consultancy fees. Hourly retainer contract pricing limits your profitability. Negotiating a monthly deal puts you at a better position to not only earn what you deserve, but it ensures that your work relationship is for the long term. The better the services you provide are, the less you subsequently get paid.
What you want is to ensure that the client sees value for their money. This is the point at which you think of yourself and the opportunity to increase profitability. Hourly billing is not as reliable as having a monthly retainer. The agreement is more of a way to secure your source of income.
The subsequent services will require less time to execute. However, if you sell to the client what you will do for them every month concerning long-term facilities, you are guaranteed to make the same amount of money each consecutive month regardless of whether the clients "feel" they need you or not. For example, a website maintenance retainer could include services like bug fixes, technical support, keeping CMSs and plug-ins to date and so on.
Therefore think of how you can deliver ongoing value to the client, instead of selling a block of hours.
3. Keep the monthly retainer contract clear and tight
A vague contract encourages "scope creep" which occurs when tasks mutate into sub-tasks that require more time and resources to handle. Thus, the monthly retainer agreement should keep the boundaries clear. For example, the retainer contract should define what a minor fix or revision is, otherwise how would the review be classified as overtime.
Essentially the retainer agreement is meant to ensure you are not taken advantage of by the client. You, therefore, have to ensure that everything is clearly defined and every loophole addressed.
A retainer agreement allows your clients to know what services to expect for the agreed sum, and if they would require additional support beyond the primary service provided, these extra services are clearly outlined. With everything defined, both you and the client can expect to have a professional working relationship. Meaning if there be any additional requirements along the way, the client will communicate it with the understanding that it means additional pay.
For example, you can describe the difference between a bug fix (which is when the system doesn't perform as required) and a feature (when the system performs as expected, but the client wants an additional function that wasn't in the original design). You can then explain when bug fixes applied, and how much extra the clients would need to pay to access the new feature.
4. Know what a monthly retainer agreement template is
When you understand what the retainer agreement is, it is easier to also itch it to the client. Being well informed of the benefits of the agreement to both you and the client is an advantage.
A retainer agreement is a contract signed between the client and freelancer in which the former commits to paying the latter a certain amount of money each month. The two parties can agree on a retainer based on the project scope or a specific amount of hours. The terms of the agreement vary depending on many factors. For the most part, however, the contract runs for 6-12 months.
For a freelancer, a retainer agreement means you get to have a fixed monthly fee by establishing a structure with the client where you are selling future availability to the client at a discount.
Now that you understand what it can do, it should be pretty obvious to you what the retainer agreement sample is. The sample shows you the type of agreement you should prepare or expect to sign, especially if you are unfamiliar with such contracts. It ensures that you professionally draft an agreement with all the features that will appeal to the client. It also works to ensure that you don't leave any loopholes that allow you to be taken advantage of. It helps to study the agreement closely so you know its most important segments, as that could be the difference between profitability and losses for your business.
When followed religiously, the retainer agreement sample can bring in more efficiency and accuracy to your business. The accuracy will be more evident in your monthly income projections. Meaning you get to work on a figure you are sure of receiving regardless of how much work is there.
Financial projections are important to a business in many ways. They are essential for proper planning, proper budgeting and growth. In freelancing, you can't run your business without any planning. You are better placed when you know the limits regarding monthly expenses and monthly savings.
You have to put measures in place to help the business grow in size, number of clients and revenue. This means that you have to think professionally and plan towards establishing a chain of reliable clients. Efficiency and accuracy guarantees growth in any business and growth mean stability.
6. A monthly retainer agreement template controls workflow
On top of that, the agreement is also essential for controlling workflow. It also helps the business owner to manage their work schedule better. Better management is one sure way to see an increase in profitability in any business. The retainer agreement ensures that you can better manage your availability for every project, better understand your monthly expenses and even savings.
The fact you know that a specific amount of work is available and payment shall come in religiously like clockwork, you can organize the schedule and roster of the individuals working for you. It helps you to manage your time more efficiently too. Poor time management can cause businesses to collapse because you might find yourself taken more than you can handle. As a result, you will keep having negative feedback from clients and eventually collapse in business.
7. The monthly retainer contract reduces conflicts
Poor time management can lead to tons of conflicts for your business. If left unresolved, it can also eventually kill your business. It causes distractions and loss of work. Missed deadlines and massive financial losses become the norm as you continue mismanaging time. And despite being a professional with vast skills, you will have a problem delivering to expectation.
The relationships with your clients – coupled with the ones you have within the business – also suffer deeply. A retainer contract can help you to avoid all these business-crippling behaviours. This is major because it helps you clearly define the project and your responsibilities.
You will get to know how much work you can commit to and whether there is time to take up more. When you have a retainer agreement with a client you can give it attention and plan your time both financially and depending on availability.
8. A monthly retainer agreement template improves cash flow
Consistent flow of cash into your business can also increase your profits. In some cases, it can be more important than profits. Yes, the retainer agreement sample guarantees you a monthly income for several months – usually 6-12 as previously stated. You can then plan your work properly fully assured that money to cater for any forthcoming expenses will come in. You can also recruit new members of your workforce in case the project demands more hands. And the agreement will make it possible to know whether or not you can afford to pay each individual.
However, it's important to note that the benefits do not just happen automatically without your input. You have to know how to use the retainer agreement sample properly. You have to know how to prepare it too. Essentially following the format as required and knowing what should and what shouldn't be included will go a long way in boosting you. What information is most important and what information can better paint you in the eyes of the client. More importantly, restrict you to what the agreement says. Use it to determine the course of action you should be taking.
When clients see how serious you take the agreements you have between you, they too will be loyal to it. This means you have to deliver as expected without allowing any complaints to arise. With this, you will be able to keep the client committed to the retainer agreement and they will also feel more confident in you as a freelancer. Use it to manage your business more professionally so that customers learn to be loyal and depend on it more. Memorize all that's on the retainer agreement sample. Refer to it in case of conflicts too.
One of the best tools in a freelancer's career is a freelance retainer contract template. It's crucial for a freelancer to ask for a freelance retainer agreement template, especially from any of the new clients whose payment history he doesn't know well. Although the retainer is good and worth asking for to offer you some guarantees, you need a contract in place to state how and when the client will pay you for services rendered. A first time freelancer might not know what to do in such situations; hence, the need for the contract template as a tool from which you can learn.
A freelance retainer agreement is a contract that shows you have been hired to do some work. It falls right in the middle of full-time employment and a one-off contract. The distinguishing feature of the agreement is that a client pays in advance for work that the freelancer will do later. It sort of books you and ensures you don't pick other work while waiting for the client to specify what he wants you to do. It's a show of commitment on the part of the client showing that he's willing to pay upfront to book your excellent services.
9.1. A monthly retainer contract boosts your negotiation skills
A template prepares you so that you know how to negotiate for a freelance retainer agreement template with your client. An article published on Time.com indicated that negotiating is an art. The article was about the basics of negotiating for a better deal, which included knowing when to shut up, being respectful, knowing what you want and focusing on the common ground. You can learn all these skills simply by examining the freelance retainer contract template. The template gives you ideas, which you can then apply in real negotiations with your client.
9.2. The monthly retainer prepares you for negotiations
According to Management Study Guide, going unprepared for a negotiation is one of the worst mistakes anybody can ever make. A freelancer should never show up for any negotiation or meeting unprepared. Unfortunately, this happens plenty of times. The result is that many freelancers don't succeed winning approvals for the requests they make. Most of them end up not getting freelance retainer agreement template, even when dealing with clients whose history they know nothing about. This shows why it's important to study and learn from the contract template.
9.3. A monthly retainer agreement eliminates confusions and misunderstandings
Confusions and misunderstandings are worth avoiding during any stage of a negotiation. The confusions and misunderstandings are impossible to avoid when you keep making or encouraging last minute changes. The client should know that you don't accept or encourage such changes. You should let the client know your expectations. In fact, make your expectations clear to the client so that he knows it's impossible to ask for or demand a change. Learn from the template to avoid changing your statements repeatedly.
Therefore, the freelance retainer contract template is an asset. You need the asset while negotiating with a client for the first or umpteenth time. It's never too late to learn. It's never too late to change how you run the business. Improve your negotiation skills. The template is the work of experts who have been in this business for years. They know what it takes to win a favorable contract. The experts know the importance of negotiating successfully for a favorable contract. Therefore, incorporate some of the ideas from the template in your life and see the changes.
9.4. Include the right content in your retainer contract
According to The Law Society of Upper Canada, it's the client's responsibility to execute the retainer agreement. The society goes ahead to state that the agreement confirms essential terms for engaging a freelancer. The actual content on the agreement varies depending on what the client wants and the scope of work he wants done. A retainer agreement is only enforceable if it contains all the basic features. For example, it must have details on the scope of services the client expects from the freelancer. An affidavit of service can help you if you are in legal trouble.
9.5. Include information on fees and disbursements in the monthly retainer contract
The freelance retainer agreement must have information on the fees and disbursements the freelancer charges and the client expects to be paying moving forward. The effectiveness of the agreement depends on the level of communication between the client and freelancer. The agreement must state how these two parties will communicate. Furthermore, a well prepared agreement indicates the method any of the concerned parties is free to use in case there is a need to withdraw or cancel the project.
The retainer agreements are great because they eliminate the likelihood of surprises. The agreement develops the relationship between a freelancer and a client. According to Fox Business, building a relationship with clients is a good business practice. After all, customers are the lifeline of any business, thus it's imperative that you focus everything you have on building and enhancing strong relationships with them. This is what you can achieve with the freelance retainer agreement.
9.6. A monthly retainer agreement gives you resources
Lastly, the freelance retainer agreement ensures that you have all the resources needed to work on the client's project. A client who prepares and signs a retainer agreement with a freelancer is guaranteed professional and reliable services when he needs it. Retaining the services of a freelancer is more affordable than going all out to hire an in-house team. Therefore, you should take advantage of the freelance retainer agreement to propel your freelancing career to the next level.
Asking for a freelance retainer is a matter of skill. You have to be confident in asking for the retainer. You have to be clear on what you want and the reasons you want the retainer. In the words of California Lawyer, the other name for retainer is deposit or prepaid fees. A retainer is a show of good faith. The retainer shows that a client means well and is serious with the services he's asked the freelancer to provide. A retainer indicates that you, as the freelancer, are not about to go into unknown and unchartered territories.
Knowing when and how to ask for the retainer is a skill that all freelancers must develop. The decision on whether to ask for a retainer or not is entirely in your hands. You could decide to ask some of your clients for a retainer while exempting the rest. This too is your prerogative. For example, you're free to exempt your family and friends from paying a retainer. Clients you have served a long time and never give you problems but always pay the full amount on time are worth exempting from paying retainers too.
Therefore, feel free to ask for a retainer any time. Making such a request allows you to test the client's attitude towards money. It also enables you to discover your client's current situation where finances are concerned. After placing the request, listen to the client's response attentively. Some clients have no problem paying retainers. Other clients are unable to afford paying retainers. A retainer is only a fraction of the total fees. A client who can't afford a retainer will probably struggle paying the total fees
Ask for the retainer while negotiating other aspects of the project. In fact, use this opportunity to learn more about the project. Some clients may conclude that you consider them untrustworthy after asking for a retainer. This may jeopardize your chances of winning a bid for particular work. Asking for a retainer is a way of showing that both parties are committed to a favorable outcome. Remember, a client doesn't want to lose money. You also don't want to lose money. Therefore, find a middle ground where the two of you have adequate protection.
In the world of freelancers, retainers are safety nets. The retainer guarantees a set amount of income for some time. A retainer also favors the client. It demonstrates the freelancer's willingness to prioritize the work that's before him. It's fine to ask for retainers based on specific arrangements. You can ask for monthly, annual or project-based retainers. Working online is replete with all manner of risks, which you can avoid following this foolproof guideline, according to entrepreneur.com.
10. How to create a retainer agreement template
As any freelancer will tell you, time is of the essence. How freelancers use their time determines the amount of money they make. Many freelancers seem to be ever oscillating between a cycle of feasting and famine. The goal of each freelancer should be to enjoy more stable and consistent income generation activities throughout the year. The good news is they can achieve that goal. All that is required is to open their minds to new ideas without throwing all the old ones completely out of their lives.
10.1. Why use a retainer agreement template
A retainer agreement is simply an arrangement whereby the client pays you a certain amount each month. The client does not pay you to do nothing. Instead, the client pays you as a way of retaining your freelancer services. To avoid a situation where you just wake up and take off, the client requires you to sign an agreement or contract. The agreement is however not one-sided. It protects the client and freelancer equally. It ensures the client has access to topnotch freelancing services. It ensures the freelancer has a constant flow of money each month.
The agreement revolves around two pillars, which are:
10.2. How to use a retainer agreement template
Preparing the retainer agreement may be an uphill task for the freelancer who hasn’t done it before. Luckily, freelancers can learn a lot from the agreement template. This will allow them to prepare good agreements that will allow them to reap the benefits.
Retainer agreement template is worth studying closely for this simple reason – success. Yes, the template can take your freelancing career to the next level of success. It opens doors you hitherto never thought, or knew existed. It gives you the peace of mind that helps your business to take off and explode. It gives you an edge over the competition since you never have to worry about money. You are assured of fresh income each month, which you can use to settle your bills or expand the business depending on the actual amount you receive.
All freelancers need economic stability. Often, freelancers worry about a lot of stuff. For example, a newbie freelancer might worry about getting the first client. After getting the first client, the new freelancers then worry whether they have the skillset required to retain this very important person. Many freelancers also worry whether they will lose their clients plus the money they earn. These kinds of worrying can distract freelancers thus rendering them unproductive. An unproductive freelancer does not earn any money.
So, how else does the agreement template help?
A good retainer agreement template provides guidance on industry best practices when it comes to such agreements. By ensuring that the agreements address all the necessary aspects; freelancers are able to reap the benefits of retainer agreements. Therefore, by extension, the templates provide other benefits too.
Thriving in a gig economy requires a unique set of skills. It requires one being suave and up to date with the latest freelancing trends. It requires investing in research to know what is happening in the specific market or niche in which the freelancer operates. Signing a retainer agreement often means a willingness to take the initiative. Taking the initiative could be in the form of offering clients great discounts for the repeat business they bring. Yes, retainer agreement template could make your business quite popular with clients.
A client can also establish a long-term relationship with a specific freelancer. It is never easy to find the right client or freelancer. Some clients are unwilling to pay on time as agreed. Some freelancers never seem to take their work seriously or guarantee quality every time. A client who finds the right freelancers is willing to pay top dollar rates to retain their services. Similarly, freelancers who get the best clients are often unwilling to let them go. Clients and freelancers can expect these benefits by investing in drafting the best agreement template
Retainer agreements help to establish a degree of familiarity, which is never a bad thing. Clients can only expect the best from freelancers who are familiar with their businesses and operations. Clients do not need to explain a lot of stuff to freelancers with whom they have worked for a long time. They understand that the professionals they hire do not require close supervision or handholding. Clients who value their time are often willing to do whatever it takes to stop wasting it. A retainer agreement offers the perfect opportunity to do just that.
As you will see on the retainer agreement template, there is no ambiguity or question regarding the role each party or signatory plays. The agreement clearly spells out what the client does vis-à-vis the responsibilities of the freelancer. By doing this, the agreement guarantees stability and consistency. Additionally, the agreement also guarantees the client easy access to reliably topnotch freelancing services and expertise. What is more, the agreement deals with issues of delayed or messed up schedules decisively.
What about the freelancers or service providers? Do they gain from the retainer agreement?
Yes, they do. Freelancers who once worried themselves sick about their monthly income projections can now breathe easy. They now realize that the clients will honor their side of the deal by paying them a retainer based on the contractual agreement. No longer do the freelancers have to worry about being at the mercy of somebody else within the client’s organization who wakes up on the wrong side of the bed one morning and decides to cancel an arrangement.
Retainer agreement template removes all worries regarding:
Freelancers need more control over the work they do. They need to be in charge of the services they provide. Often, this can present its own set of problems. However, the retainer agreement spells out the freelancers’ role clearly. The agreement gives freelancers more control over their schedules and workflow. The agreement makes it easier for freelancers to prepare a roster of what to do each day, week, or month. With such complete control over the pace at which you work, what can prevent you from enjoying a successful freelancing career? Absolutely nothing!
As mentioned earlier, all freelancers could do with a bit of consistent flow of cash. A retainer agreement guarantees them the cash flow they need for operating their businesses. What’s more, the retainer enables freelancers to enjoy some semblance of stability in their finances. It could also help them to show more interest in matters to do with bookkeeping. Freelancers need to show more interest in their personal finances and learn about bookkeeping as much as possible.
However, there is a downside to retainer agreement.
Unfortunately, you cannot notice this downside by looking at the retainer agreement template. What is the downside? A retainer agreement can make some freelancers a bit relaxed. They relax because they are guaranteed pay at the end of the month. They are not working hard to bring in new clients since there is plenty of money to take care of all their financial needs. Luckily, freelancers can offset this by simply planning. Proper planning and fiscal discipline will help the freelancers to avoid some of the pitfalls associated with having a retainer.
10.3. Be clear on the payment details from your monthly retainer contract
The agreement should state how much the client would be paying the freelancer each month. It should also be clear on the date the client will be sending money. How the client will send the payment is also worth including on the agreement. There are different methods of sending payment. Clients have to talk and agree with the freelancers regarding the most suitable method of sending and receiving money.
The client cannot sit and decide on behalf of the freelancer, especially if they are in different countries. Similarly, the freelancer cannot select a method of payment that the client has no access to. Some methods of sending money are only in a few regions. Other methods are new and untested; hence, presenting more of a risk. The fee involved in sending the money using a specified method will also determine whether the client prefers it or not. Some of the methods or tools of payment the freelancers should discuss with their clients about include:
10.4. Put it in writing in your monthly retainer agreement template
Get everything you agree upon in writing. This has to do with more than just payment terms. Any discussion between the client and freelancer should also touch on the project. Here, the goal should be to clarify the scope and nature of the freelancing project. The reason for clarifying such an obviously important issue is to meet and surpass the client’s expectation. The other goal is to ensure the freelancer receives the retainer for a job well done. Apart from these, the two parties should also put their agreement regarding the following in writing.
Freelancers who set up their retainer agreements well are likely to earn more from their best clients. The agreement can make them more productive, focused, and committed to a client thus giving their best all the time. As earlier indicated, freelancers no longer have to worry about going through the annoying fluctuation where one minute there is work and nothing the next moment. For this reason, freelancers should study the retainer agreement template and use it to draft their own agreement with clients.
10.5. List the services in your retainer agreement
As you will again notice on the agreement template, freelancers should indicate the list of services they intend to provide. If clients find the list agreeable, they will have no problem signing and sending the first payment. The agreement suits some services perfectly but not so with others. Therefore, freelancers should do a bit of research and consult with the clients before asking for a retainer agreement. Ask for the agreement if you are the only one who can provide freelance services.
You are eligible for the retainer agreement if you are:
10.6. Be clear on the amount of time you will put in when you draft the monthly retainer contract
Again, learn from the template to know how to write the agreement. Remember this: whatever you write under the services should only be what you already discussed with the client. Do not forget to outline or specify the work you intend to do. In addition, the freelancers should indicate how much they plan to commit to the arrangement. It is important to write the exact number of hours you intend to avail yourself to the project per day, week, or month. Do this to prevent a situation where the client asks you to put in more hours than you are willing to.
Freelancers should only ask for and sign the retainer agreement if they are willing to put in the hours. The agreement is only for individuals with a track record of dependability. Freelancers who constantly over-deliver have a right to ask for the agreement. In fact, clients usually consider putting any freelancer who has been over-delivering and being 100% dependable before anybody asks them. Confidently ask the clients to consider putting you under such an arrangement by guaranteeing complete commitment to them.
Retainer agreements help clients to save money too. Point this benefit – and many others – to your clients during the negotiations.
In summary, do not ignore the retainer agreement template. Get it and study it in detail. Use it as the basis or foundation upon which you will write or draft your retainer agreement too. The agreement is proof of commitment, dedication to the clients, and willingness to work for them. Similarly, the agreement is a tool through which clients indicate their willingness to hire, work with, and retain you as their freelancer of choice. Once they hire you, do all that is in your power not to disappoint them.
A retainer agreement is an important piece in every freelancer's journey to success. It is one way to portray yourself as a professional who is aware of what they are doing. Securing just a few monthly retainer agreements with clients allows you breathing room during the low seasons where cash flow is expected to dwindle. Retainers help avoid end-month panic, as well as allowing you to schedule projects and growth plans.
Meaning even as a freelancer, you can use this document to give yourself a guaranteed source of monthly income for the period of the project. Moreover, having a retainer agreement boosts your relationship with your clients over a more extended period. And because one successful relationship with one client can lead to many more with others, it is important to be at the top of your game.
This Contract is between Sample Client (the "Client") and John Doe (the "").
The Contract is dated [the date both parties sign].
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the to do the following: The Consultant will assist the Client with specialized services.
1.2 Schedule. The will begin work on August 22, 2020 and the work is ongoing. This Contract can be ended by either Client or at any time, pursuant to the terms of Section 6, Term and Termination.
1.3 Payment. The Client will pay the a rate of $8,000.00 (USD) per month. Of this, the Client will pay the $1,000.00 (USD) before work begins.
1.4 Expenses. The Client will reimburse the 's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The will invoice the Client monthly. The Client agrees to pay the amount owed within 15 days of receiving the invoice. Payment after that date will incur a late fee of 5.0% per month on the outstanding amount.
1.6 Support. The will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The hereby gives the Client this work product once the Client pays for it in full. This means the is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 's Use Of Work Product. Once the gives the work product to the Client, the does not have any rights to it, except those that the Client explicitly gives the here. The Client gives the Contractor permission to use the work product as part of the Contractor's portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor's work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.
2.3 's Help Securing Ownership. In the future, the Client may need the 's help to show that the Client owns the work product or to complete the transfer. The agrees to help with that. For example, the may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the , the agrees that the Client can act on the 's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the after spending reasonable effort trying to do so, the hereby irrevocably designates and appoints the Client as the 's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the and on the 's behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 's IP That Is Not Work Product. During the course of this project, the might use intellectual property that the owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The is not giving the Client this background IP. But, as part of the Contract, the is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The cannot take back this grant, and this grant does not end when the Contract is over.
2.5 's Right To Use Client IP. The may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the to build a website, the may have to use the Client’s logo. The Client agrees to let the use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the 's job. Beyond that, the Client is not giving the any intellectual property rights, unless specifically stated otherwise in this Contract.
3. COMPETITIVE ENGAGEMENTS. The won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the asks for permission beforehand and the Client agrees to it in writing. If the uses employees or subcontractors, the must make sure they follow the obligations in this paragraph, as well.
4. NON-SOLICITATION. Until this Contract ends, the won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the puts out a general ad and someone who happened to work for the Client responds. In that case, the may hire that candidate. The promises that it won’t do anything in this paragraph on behalf of itself or a third party.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.
5.3 Has Right To Give Client Work Product. The promises that it owns the work product, that the is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the uses employees or subcontractors, the also promises that these employees and subcontractors have signed contracts with the giving the any rights that the employees or subcontractors have related to the 's background IP and work product.
5.4 Will Comply With Laws. The promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
5.5 Work Product Does Not Infringe. The promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the if the has questions regarding this project, and to provide timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
6. TERM AND TERMINATION. This Contract is ongoing, until ended by the Client or the . Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the for the work done up until when the Contract ends and will reimburse the for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5 (Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the as an independent contractor. The following statements accurately reflect their relationship:
- The will use its own equipment, tools, and material to do the work.- The Client will not control how the job is performed on a day-to-day basis. Rather, the is responsible for determining when, where, and how it will carry out the work.- The Client will not provide the with any training.- The Client and the do not have a partnership or employer-employee relationship.- The cannot enter into contracts, make promises, or act on behalf of the Client.- The is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).- The is responsible for its own taxes.- The Client will not withhold social security and Medicare taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the or any of the 's employees or subcontractors.
8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The promises to treat this information as if it is the 's own confidential information. The may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the use a customer list to send out a newsletter, the cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the written permission to use the information for another purpose, the may use the information for that purpose, as well. When this Contract ends, the must give back or destroy all confidential information, and confirm that it has done so. The promises that it will not share confidential information with a third party, unless the Client gives the written permission first. The must continue to follow these obligations, even after the Contract ends. The 's responsibilities only stop if the can show any of the following: (i) that the information was already public when the came across it; (ii) the information became public after the came across it, but not because of anything the did or didn’t do; (iii) the already knew the information when the came across it and the didn’t have any obligation to keep it secret; (iv) a third party provided the with the information without requiring that the keep it a secret; or (v) the created the information on its own, without using anything belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the each have access to confidential information that belongs to third parties. The Client and the each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the or both. For example, if the Client gets sued for something that the did, then the may promise to come to the Client’s defense or to reimburse the Client for any losses.
10.2 Client Indemnity. In this Contract, the agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the has done under this Contract; (ii) a breach by the of its obligations under this Contract; or (iii) a breach by the of the promises it is making in Section 5 (Representations).
10.3 Indemnity. In this Contract, the Client agrees to indemnify the (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11.1 Assignment. This Contract applies only to the Client and the . The cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the 's permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of the state of Alaska govern the rights and obligations of the Client and the under this Contract, without regard to conflict of law principles of that state.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties.
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