Ghostwriter Contract Template

Create a ghostwriter contract in minutes and clearly define scope, payments, and rights. With Bonsai you get e-signatures included to close contracts fast.
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What is a ghostwriter contract template?

A ghostwriter contract template is a professional services agreement you can reuse for many writing projects in 2025. It helps both ghostwriters and clients stay aligned on scope, timeline, payment, ownership, and confidentiality. Think of it as a ready-made starting point you can customize for books, articles, blog posts, speeches, and other written works.

Definition and purpose of a ghostwriter contract

A ghostwriter contract is a written agreement between a client (author, publisher, or business) and a ghostwriter. It clearly states what work will be done, who will pay, and by when the draft is due. It also outlines who will own the finished manuscript and how revisions will be handled. In short, it sets the ground rules before work starts.

The main purpose is to protect both sides. It lists services (chapters, articles, speeches), payment terms, and delivery milestones, so there are no surprises. It clarifies ownership—usually the client owns the work, while the ghostwriter may retain limited rights to use the work in a portfolio unless otherwise agreed. It also includes confidentiality to shield sensitive ideas and business plans. By laying out rights and expectations, the contract helps prevent disputes and makes negotiations smoother.

Using a template makes this easier. It provides a ready starting point you can customize for books, memoirs, blog series, or speeches. With a template, you can move from negotiation to signing faster and still tailor terms for each project. This efficiency matters whether you’re drafting a 60,000‑word business book or a short, high‑impact article series.

When to use a ghostwriter contract template

You should use a contract in many situations to protect both sides and set clear expectations from the start. For long-form projects, such as a 60,000- to 100,000-word business book, a contract helps lock in scope, milestones, and fees. Memoirs and thought-leadership books benefit too, as do speeches and other published content. For recurring work, like a monthly blog or a quarterly article series, a contract streamlines renewals and keeps authorship terms consistent. Confidential projects, such as corporate white papers or sensitive case studies, particularly demand formal protections and clear non-disclosure terms.

Even with smaller, one-off projects, a written agreement is beneficial. It becomes critical when projects run longer than a few weeks, carry a higher fee, or involve sensitive information. For example, a 6- to 12-month engagement with a fee above $5,000 warrants explicit payment schedules, delivery milestones, and rights statements to avoid scope creep and payment confusion.

In practice, most freelancers and clients use a template to start negotiations, then tailor it to the project. This approach reduces back-and-forth, speeds up signing, and gives both sides confidence that key terms are covered. By starting with a solid contract, you protect your work and your relationship from the very first draft.

Key components included in a standard template

A solid ghostwriter contract template should cover the core areas that keep projects clear and fair. Below is a concise bulleted list of must-have sections, with a short phrase describing what each one covers. This structure helps you compare proposals quickly and customize terms efficiently.

  • Parties and dates — who is involved and when the project starts/ends.
  • Project description and expected length — what will be written and roughly how long it will be.
  • Services included — exactly what deliverables the ghostwriter will provide.
  • Fees and payment schedule — total cost, deposits, milestones, and payment methods.
  • Delivery and deadlines — due dates for drafts and final manuscript, plus revision windows.
  • Copyright and ownership — who owns the final work and any rights granted to reuse or publish.
  • Confidentiality and non-disclosure — protections for sensitive ideas and information.
  • Revisions — how many rounds are included and the process for requesting changes.
  • Termination clause and risk management — how to end the agreement and what happens to work if it ends early.

Each component answers a critical question: who pays, who owns, what gets delivered, when, and under what conditions can things change or go wrong. Tailoring these sections for your project—whether it’s a full book, a speech set, or a series of blog posts—helps keep everything clear, fair, and ready for sign-off. In 2025, having these clauses documented reduces negotiation time by up to 40% and decreases disputes by a measurable margin, so you can focus on the writing itself.

Core elements to include in a ghostwriter contract

When you draft a ghostwriter contract, you anchor the agreement to the core elements that protect both you and your client. Clear dates, pricing, expected length, and key rights matter. In 2025, many freelancers start with a Ghostwriter Contract Template to ensure all essential clauses are included, from confidentiality to termination, so both sides avoid disputes down the line.

Project dates and timeline

Set clear dates to align expectations and payments, and to create a path for review and delivery. The contract should spell out when the agreement becomes effective, when work begins, and when the project should be completed, so everyone stays on the same schedule. In addition, include milestone dates for drafts, edits, and final delivery to keep the project on track and to tie payment events to concrete results.

To avoid ambiguity, list the specific date elements you want. Include the effective date of the agreement, the project start date, the anticipated completion date, and milestone dates for key deliverables. You might also specify a review window after each draft (for example, 7–14 days) and a clear process for approving edits. Having these dates in writing helps manage expectations, makes payment timing unambiguous, and provides a basis for addressing delays or termination if needed.

As a practical safeguard, consider adding a clause that defines remedies for missed deadlines, such as a formal notice period and a cap on liability for late delivery. This keeps the project moving while preserving fairness for both parties and reduces the chance of disputes escalating into litigation.

Project description and expected length

A precise project description removes ambiguity and sets a shared vision for the work. Start with the type of work (book, blog series, memoir, etc.), then include the working title if known, the target audience, the desired tone, and any specific deliverables beyond the main manuscript. This clarity helps both sides estimate workload and align expectations for revisions and feedback. For long-form work, define the scope from the outset to prevent scope creep later on.

Next, state the expected length in measurable terms: word count range (for example, 60,000–80,000 words), page count (roughly 240–320 pages at 250 words per page), or chapter count. For shorter projects like a 12-part blog series, specify the number of words per post or total series length. Documenting length matters for workload planning, pricing, and how revisions are priced, since more pages usually mean more rounds of edits and longer production timelines.

In practice, pair the description with a rough production plan that aligns with your pricing and milestones. For instance, plan for a 6–8 week drafting phase for a 70,000-word book, with weekly word targets and biweekly check-ins. This structure helps both parties forecast capacity, set realistic expectations, and determine whether a given project fits within the stated budget and timeline.

Scope of services in a ghostwriting project

Be explicit about what the ghostwriter will and will not provide. A clear scope helps prevent scope creep and sets boundaries from day one. Typical Ghostwriter Contract Template terms include research, interviews, outlining, drafting, light editing, and liaison with publishers. Clarify whether formatting, submitting to publishers, or marketing support are included or excluded, so both sides know where responsibilities begin and end.

List these items clearly to avoid confusion. Include a detailed bullet list of included services and a separate list for excluded items. By laying out responsibilities in plain language, you can prevent disagreements about whether a task is covered by the fee. Encourage using bullet points to keep the scope transparent and easy to review, especially for complex projects like multi-book series or works requiring extensive interviews or publicist coordination.

Finally, consider adding a line about change requests. If a client asks for work outside the defined scope, specify how those requests will be handled (e.g., as a new scope with its own price and timeline) to keep control of the project’s direction and budget.

Price, payment terms, and expenses

Structure pricing so both sides know exactly what to expect. You can choose a total project fee or a rate per word or page, and you should outline an installment schedule tied to milestones. Typical arrangements include a deposit, mid-project payments, and a final payment upon delivery or publication approval. Clarify due dates and acceptable payment methods to prevent delays.

Detail reimbursable expenses up front. Common costs include travel for interviews, transcription services, archival fees, or special research materials. Specify whether expenses require prior approval and how they will be invoiced (for example, monthly with receipts). By outlining pricing, payment timing, and expense policies, you reduce the chance of late payments and budget overruns, and you provide a clear framework for dispute resolution should questions arise.

As a practical note, many ghostwriters set a milestone-based schedule with a 20–50% upfront deposit, followed by intermediate payments of 20–30% and a final 20–40% on delivery. This approach helps maintain cash flow for the writer while giving the client confidence that progress is being made before the final handoff.

Revisions and client feedback

Set clear expectations for revisions to avoid endless loops. A good contract specifies the number of revision rounds included in the fee and what counts as a revision versus a new scope request. Define a reasonable timeframe for client feedback after each draft and describe what happens if the client delays, such as extending the timeline or charging for additional rounds.

Include guidance on major rewrites or changes of direction after a draft is delivered. For example, you might allow up to two minor revisions within 14 days and require a separate quote for a major rewrite or a shift in narrative focus. This clarity protects both sides by ensuring the project remains on track and budget, while still giving the client room to refine the work to their satisfaction.

To keep momentum, assign a practical feedback window (such as 7–10 days) and specify how feedback should be delivered (written notes, tracked changes, or a marked-up document). If feedback is late, specify how the timeline shifts and whether additional fees apply. Clear revision rules save time and prevent miscommunications later in the project.

Copyright ownership and attribution

Copyright terms determine who owns the finished work and how it may be used. In most ghostwriting agreements, the client owns the copyright upon full payment, and the ghostwriter relinquishes rights to publish under the client’s name. Clarify if the ghostwriter will be credited or if anonymity is required, and whether the ghostwriter may include the work in a private portfolio. Ambiguity here can lead to disputes if the work is published or shared later.

Outline the publication rights explicitly. State who has the right to reproduce, translate, adapt, or license the work, and whether the client may modify the text after delivery. If the client intends to publish under their own name, confirm that no attribution to the ghostwriter is required or permitted. Conversely, if you want to showcase the work, specify any permitted portfolio rights with time limits or conditions. Using precise language reduces conflicts and supports smooth handling if the project moves into multiple formats or markets.

For clarity, include a transfer point, such as ownership transferring to the client upon full payment, and a note about what happens to drafts created by the ghostwriter before ownership transfers. This reduces disputes about pre-delivery materials and helps both sides plan for any future rights negotiations or derivative works.

Confidentiality and proprietary information

A robust confidentiality clause protects client information, source materials, interviews, and any unpublished content. Draft language should bar the ghostwriter from sharing or using the client’s proprietary information outside the project. Depending on the work, confidentiality can function like a non-disclosure agreement, so specify the duration of the obligation and any carve-outs for information that becomes public or known through other channels.

Be explicit about what counts as confidential. Include categories like client lists, interview transcripts, research notes, manuscript drafts, and unpublished materials. State the duration of the confidentiality obligation (for example, five years after project completion or in perpetuity for certain trade-secret content). Also outline what happens to confidential materials at the end of the engagement, including secure deletion or return of documents. This clarity protects both parties and supports trust in the relationship.

In practical terms, you might add a clause that permits sharing non-sensitive material with a private portfolio or for marketing purposes with client consent. Such nuances help the writer demonstrate expertise while still honoring the client’s confidentiality requirements.

Things that could go wrong and termination

Anticipate common problems and set clear paths to termination if needed. Outline circumstances under which either party may end the agreement, such as non-payment, repeated missed deadlines, poor communication, or dissatisfaction with the work quality. Clarify how termination affects payments already made and who owns drafts produced up to that point. Including a simple dispute-resolution clause helps prevent small issues from becoming costly disputes.

Specify the steps for termination and the handling of work-in-progress. For example, the client may owe for completed drafts and any non-cancellable expenses, while the ghostwriter may retain rights to previously delivered material. Consider adding a limit on liability to the amounts paid under the contract, which provides a fair cap in case of a dispute. A basic path for resolution—such as negotiation, followed by mediation, then arbitration if needed—keeps things efficient and affordable.

Finally, include an outline of how drafts and notes will be returned or destroyed, and whether the ghostwriter will provide a summary of work completed. This reduces confusion and protects both parties if the relationship ends prematurely.

General terms and signatures

General terms round out the contract with the usual legal safeguards. Summarize governing law, the entire agreement clause, how amendments are made, and whether rights and obligations can be assigned. These clauses ensure there is a single, clear rule set for the relationship and reduce ambiguity if either side’s situation changes.

Include signature lines for both parties. Print the names and titles clearly, and indicate the date of signing. It’s also wise to note that both sides should keep a copy of the signed agreement. A properly executed contract with complete contact information creates an enforceable record and helps both sides reference terms quickly if questions arise later.

How to customize a ghostwriter contract template

Using a Ghostwriter Contract Template as a starting point, this step-by-step guide shows you how to tailor the agreement for a specific project and working style. You’ll adjust scope, fees, deadlines, and ownership to fit the engagement while preserving clear protections for both parties. The result is a ready-to-use contract that speeds negotiations and reduces back-and-forth later.

To define scope and deliverables for your niche

Define scope by niche so the template reflects the exact work you do, from books to blogs to speeches.

For books, specify the number of chapters (8-16) and target word counts per chapter (2,500-4,000). Include required research tasks, interviews, and milestones for outline and sample chapters. For blogs, set a monthly quota of 8-12 posts, with about 600-1,000 words per piece, plus any SEO briefs and image requests. For corporate content, outline outputs like white papers (20-40 pages), case studies (2-4 per quarter), and press releases (1-2 per month). For speeches, list the expected length (15-25 minutes), the outline, and up to three drafts. The goal is to anchor the scope to concrete outputs that fit your workflow.

To adjust pricing models and payment schedules

Align pricing with how you work by choosing a model and tying payments to deliverables.

Flat project fees work well for defined outputs, with examples like $6,000-$15,000 for a book-length project or $0.10-$0.40 per word for blog content, while per-page pricing might run $60-$150 per 250 words. Retainer arrangements common in ongoing content work typically range from $1,000-$5,000 per month, covering a set volume of posts plus edits. Milestone-based payment schedules help both sides stay aligned: consider a 20-50% upfront deposit, then payments at outline approval, halfway draft, and final manuscript. Keep late fees clear (for example, 1.5% per month) and ensure deposit percentages and due dates are consistently reflected throughout the contract.

To set realistic timelines and communication rhythms

Design timelines that reflect capacity and client responsiveness, plus a steady update cadence.

Suggest a weekly check-in or biweekly progress review, with draft-by-draft reviews as needed. Specify channels such as email for updates, plus Slack or Trello for quick questions, and Google Docs or Notion for live collaboration. Build in buffer time for client feedback—two to five business days is common for each review cycle—so deadlines don’t slip. Clarify what happens if feedback is late, such as a revised deadline and potential rescheduling of milestones, to keep the project on track while remaining fair to both sides.

To tailor ownership, credit, and portfolio rights

Clarify who owns the work and how attribution is handled, based on client expectations and your preferences.

Options include full ghostwriting with no public credit, shared credit, or permission for the ghostwriter to reference the project in pitches or a confidential portfolio. Document any exceptions, such as allowing the writer to mention the project in a general sense without revealing sensitive details. If rights transfer is involved, specify whether licenses or re-use rights apply and how client approvals are handled. This clarity helps prevent post-project disputes and keeps both parties confident about how the work will be presented publicly.

To refine confidentiality and proprietary information clauses

Make confidentiality language practical and clear, tailored to sensitive material.

Describe what counts as confidential, how long confidentiality lasts, and any allowed disclosures to professional advisors. For sensitive personal stories, business strategies, or unpublished IP, set explicit boundaries and examples of permissible sharing. Use plain language rather than overly legalistic terms so both sides understand obligations. Consider adding a short non-solicitation or non-disclosure rider for particularly sensitive projects, and remind both parties to revisit the language if project scope changes significantly.

To align revision limits and scope change policies

Set revision limits and a simple policy for scope changes to prevent creep.

Define the default number of revision rounds (for example, 2-3) and clearly distinguish minor changes from major ones. Minor changes might include wording tweaks or formatting tweaks, while major changes could involve substantial restructuring or new research. Outline how additional revisions or major changes will be billed and how they affect deadlines. Adopt a straightforward change-order process that requires written approval before extra work begins, so both sides know exactly how feedback will translate into timeline and cost adjustments. This clarity reduces back-and-forth and keeps the contract practical for repeated use.

Best practices to use a ghostwriter contract effectively

Using a Ghostwriter Contract Template effectively means more than a signature. It should guide conversations, capture clear expectations before work starts, and help you maintain a professional relationship throughout the project. Here are practical steps you can apply in real projects to walk a client through the agreement and keep everyone aligned.

To discuss key terms with clients before signing

Treat the contract as a conversation guide rather than a static form. Start by outlining the major points in plain language and inviting the client to ask questions before any signature.

Before signing, review the core terms aloud with the client. Begin with scope: define deliverables such as the number of pieces, word counts, formats, and any required research. Next, cover timeline and milestones: kickoff date, draft due dates, and final delivery. Then move to price and payments: total cost, deposit amount, and schedule (for example, 50% upfront and 50% on delivery). Discuss revisions: how many rounds are included and what constitutes additional work, and finally ownership: confirm that rights transfer to the client on final payment. Emphasize which terms are non-negotiable (like ownership) versus flexible (such as exact delivery dates) to build trust and avoid friction later.

Use a client-friendly version of these terms during the conversation—either a one-page summary or highlighted notes in the draft. During the call, confirm mutual understanding by verbal agreement on the major points, then capture any changes directly in the document with comments. After the discussion, provide a brief recap in plain language and send a revised draft within 24 hours. This approach keeps both sides aligned and reduces back-and-forth later, because everyone starts from the same understanding.

To document assumptions and responsibilities

Documenting assumptions and responsibilities sets the operational baseline for the project. It helps you move forward smoothly and provides a reference in case delays occur.

Include a short section that lists what the client must provide (background materials, access to interviewees, approvals) and by when (for example, materials due within five business days of kickoff; final approvals within three business days after drafts). Also spell out what you will deliver (drafts, research, sources) and by when. Use simple, direct language so clients see this as a helpful checklist, not legalese. You can accompany this with a brief timeline that maps who does what and by when, keeping it easy to scan.

Keep these expectations visible by placing them near the top of the contract and in a one-page project plan within the agreement. Pair this with a lightweight project-management habit, such as a shared Notion page or Trello board to track submissions and approvals. When both sides agree in writing, delays are easier to explain and resolve because everyone has a clear reference point.

To handle changes, delays, and disputes

The contract should guide responses when the project scope shifts, deadlines slip, or disagreements arise about quality. Having a defined process helps you respond calmly and professionally.

Set a clear change process: any change request should be documented as an addendum or a written email captured in the contract. Use the revision, payment, and termination clauses as anchors when renegotiating terms. For example, if the scope expands by 20%, adjust the price and the delivery date accordingly; if a deadline slips, update the schedule and possibly the payment timeline. Always keep written records of agreed changes so the contract remains the central source of truth. This avoids scattered notes and conflicting versions and makes renegotiation straightforward.

Encourage a cooperative tone during disputes—focus on solutions, not blame. Schedule a brief follow-up call to align on the revised plan, then update the contract draft and send a signed addendum. Maintaining this discipline helps preserve the client relationship while protecting your work and timelines, especially when working with a Free Ghostwriting Contract Template as the backbone of your process.

To keep contracts organized across multiple projects

Maintaining a clear system for storing, naming, and tracking ghostwriter contracts is essential as you scale. A consistent workflow saves time and reduces confusion during renewals or when questions arise.

Use a consistent naming convention for each contract, such as Company_Project_YYYYMMDD_V1, and link each file to the corresponding client and project in your CRM or project folder. Store all contract versions in a central location like Google Drive or Dropbox, with a dedicated folder per client and a version history. This makes it easy to pull up any clause or past agreement when renewing work or resolving questions. In 2025, most freelancers and small agencies rely on a centralized digital hub to keep contracts accessible and up to date, which speeds up onboarding for new projects and helps with compliance.

Pair naming conventions with a simple indexing system—for example, a Notion contract index or a small Airtable base that lists client, project, contract version, and key terms. This creates a quick-reference map you can consult before renewals or when discussing changes. Having a well-organized contract library reduces friction and demonstrates professionalism to clients, reinforcing trust across multiple engagements.

How Bonsai helps manage ghostwriter contract templates

Bonsai takes a static ghostwriter contract and makes it a living, repeatable workflow. You can set up your preferred ghostwriter contract once, reuse it for new clients, and automatically track agreement status from draft to signed. Plus, once a contract is signed, Bonsai links it directly to the related project and its payment schedule, so everything stays synced in one place.

To create reusable ghostwriter contract templates

Start by configuring the contract layout to fit typical ghostwriting work. Include the project description, services you provide, pricing and payment terms, revision limits, ownership of the work, and confidentiality. Bonsai guides you with clearly labeled fields and clauses, so you can mix and match sections without editing the whole document.

Save the setup as a reusable template. The template becomes your standard starting point for new clients, and you can swap client names, project details, and dates in minutes. This approach creates consistency across all client agreements and saves time compared with drafting from scratch each time (often 10–15 minutes saved per contract).

To track and manage ghostwriter contracts in one place

Bonsai lets you track every contract in a single dashboard. You can send contracts for e-signature directly from the platform and see statuses such as sent, viewed, signed, or declined. Each contract version stays tied to the correct client and project, so you never lose context.

Because everything is linked to the client record, you can audit changes quickly and pull up the right contract at any time. This centralized hub reduces scattered files and crowded email threads, saving time and preventing missed signatures or outdated terms.

To automate approvals, reminders, and next steps

After you create a ghostwriter contract, Bonsai can automate the next steps to keep the project moving. This includes reminders and notifications that trigger automatically when action is needed or when signs occur.

  • Automatic reminders for unsigned contracts, with customizable send times (e.g., 3 days before the due date, or 1 day before signing expires).
  • Instant notifications when a client signs, so you know the contract is complete without checking back manually.
  • Trigger project creation once the agreement is finalized, linking the contract to the new project and its tasks.
  • Connect contracts to invoices and payment schedules without re-entering details, so billing can start immediately after signing.
Frequently asked questions
How do I use the ghostwriter contract template in Bonsai to set terms like scope, payment, and credits?
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The template provides structured fields for parties, scope of services, milestones, compensation, delivery timeline, and credit allocation. You customize each field to your project, and Bonsai automatically preserves the approved terms, flags missing items, and supports revisions. This keeps terms consistent and makes it easy to share for client feedback.
Can a ghostwriter contract template address copyright ownership and work-for-hire terms?
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The template clearly defines ownership, transfer of rights or work-for-hire status, and usage rights. It helps prevent disputes by specifying when credits are assigned and how the manuscript can be used, licensed, or adapted, while keeping all terms editable within Bonsai.
How is delivery and credits handled within the ghostwriter contract template?
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The template outlines delivery milestones, expected formats, and the party entitled to credit. It also clarifies ownership and licensing terms, so both sides know when drafts are due, what constitutes a final version, and how public credits are displayed, all managed inside Bonsai's workflow.
Why should I use a ghostwriter contract template instead of drafting my own?
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Using the ghostwriter contract template saves time, ensures legal alignment, and provides a clear, professional structure. It reduces risk by pre-specifying ownership, payment terms, delivery milestones, and credits, while letting you adapt terms to your project within Bonsai’s compliant, centralized platform.
Why should I use a ghostwriter contract template instead of drafting my own agreement?
chevron down icon
A template saves time, ensures legal compliance, and provides a clear, professional structure, reducing risks and allowing focus on the writing process.
Can a ghostwriter contract template address copyright ownership?
chevron down icon
Yes, the template should clearly define copyright ownership and rights transfer to avoid disputes over the work’s intellectual property.

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Ghostwriter Contract Template

Ghostwriting Agreement Template

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First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.


This Contract is between Client (the "Client") and Company (the "Contractor").

1. WORK AND PAYMENT.

1.1 Project. The Client is hiring the Contractor to do the following: [PROJECT SCOPE]

1.2 Schedule. The Contractor will begin work on [START DATE] and will continue until the work is completed. This Contract can be ended by either Client or Contractor at any time, pursuant to the terms of Section 6, Term and Termination.

1.3 Payment. The Client will pay the Contractor a rate of [PROJECT RATE] for writing services provided. Of this, the Client will pay the Contractor a non-refundable deposit of [DEPOSIT AMOUNT] before work begins, to be deducted from the first invoice payment. This deposit is non-refundable due to the Contractor reserving their schedule on behalf of the Client.

Changes to the Project scope may lead to additional fees and changes to the Schedule with less than a 7-day turnaround may incur up to a 50 percent rush fee.

1.4 Expenses. The Contractor may request additional payment for any agreed-upon, non-cancellable expenses, which must approved by the Client in advance.

1.5 Invoices.  The Contractor will invoice the Client [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X DAYS TO PAY] days of receiving an invoice. Payment after that date will incur a late fee of [LATE FEE PERCENTAGE]% per month on the outstanding amount.

1.6 Support. The Contractor will not provide support for any deliverable or 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 Contractor is creating "work product" for the Client. To avoid confusion, work product is the finished product, as well as writing, drafts, notes, materials, mockups, designs, templates, email content and anything else that the Contractor creates as part of this project. The Contractor retains all copyrights of the work product until payment for it has been completed. Once the Client pays for it in full, ownership and copyright of the work product will be transferred to the Client and will be the exclusive property of Client.

This means that upon payment, the Contractor will give 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 Contractor's Use Of Work Product. Once the Contractor transfers copyrights to the work product to the Client, the Contractor does not have any rights to it, except the right to display the work product in their portfolio or website.

2.3 Contractor's Help Securing Ownership. In the future, the Client may need the Contractor's help to show that the Client owns the work product or to complete the transfer. The Contractor agrees to help with that. For example, the Contractor may have to sign a patent application. The Client will pay any required expenses for this. If the Client can't find the Contractor, the Contractor agrees that the Client can act on the Contractor's behalf to accomplish the same thing. The following language gives the Client that right: if the Client can't find the Contractor after spending reasonable effort trying to do so, the Contractor hereby irrevocably designates and appoints the Client as the Contractor's agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Contractor and on the Contractor'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 Contractor's IP That Is Not Work Product. During the course of this project, the Contractor might use intellectual property that the Contractor 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 marketing strategies, code, type fonts, properly-licensed stock photos, proprietary marketing practices and web application tools.

The Contractor is not giving the Client this background IP. But, as part of the Contract, the Contractor 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 Contractor cannot take back this grant, and this grant does not end when the Contract is over.

2.5 Contractor's Right To Use Client IP. The Contractor may need to use the Client's intellectual property to do its job. For example, if the Client is hiring the Contractor to build a website, the Contractor may have to use the Client's logo. The Client agrees to let the Contractor use the Client's intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Contractor's job. Beyond that, the Client is not giving the Contractor any intellectual property rights, unless specifically stated otherwise in this Contract.

3. COMPETITIVE ENGAGEMENTS.

The Contractor 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 Contractor asks for permission beforehand and the Client agrees to it in writing. If the Contractor uses employees or subcontractors, the Contractor must make sure they follow the obligations in this paragraph, as well.

4. NON-SOLICITATION.

Until this Contract ends, the Contractor 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 Contractor puts out a general ad and someone who happened to work for the Client responds. In that case, the Contractor may hire that candidate.

5. REPRESENTATIONS.

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 Contractor Has Right To Give Client Work Product. The Contractor promises that it owns the work product, that the Contractor 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 Contractor uses employees or subcontractors, the Contractor also promises that these employees and subcontractors have signed contracts with the Contractor giving the Contractor any rights that the employees or subcontractors have related to the Contractor's background IP and work product.

5.4 Contractor Will Comply With Laws. The Contractor promises that the manner it does this job, its work product, and any background IP it uses comply with applicable laws and regulations.

5.5 Work Product Does Not Infringe. The Contractor promises that its work product does not and will not infringe on someone else's intellectual property rights, that the Contractor 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 Contractor 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 Contractor if the Contractor 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 Contractor 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 may be ended by the Client or the Contractor at any time. 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 Contractor must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Contractor for the work done up until when the Contract ends and will reimburse the Contractor 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 Contractor as an independent contractor. The following statements accurately reflect their relationship:

  • The Contractor 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 Contractor is responsible for determining when, where, and how it will carry out the work.
  • The Client will not provide the Contractor with any training.
  • The Client and the Contractor do not have a partnership or employer-employee relationship.
  • The Contractor cannot enter into contracts, make promises, or act on behalf of the Client.
  • The Contractor is not entitled to the Client's benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).
  • The Contractor is responsible for its own taxes.
  • The Client will not withhold taxes or make payments for disability insurance, unemployment insurance, or workers compensation for the Contractor or any of the Contractor's employees or subcontractors.

8. CONFIDENTIAL INFORMATION.

8.1 Overview.  This Contract imposes special restrictions on how the Client and the Contractor must handle confidential information. These obligations are explained in this section.

8.2 The Client's Confidential Information.  While working for the Client, the Contractor 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 Contractor promises to treat this information as if it is the Contractor's own confidential information. The Contractor may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Contractor use a customer list to send out a newsletter, the Contractor cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Contractor written permission to use the information for another purpose, the Contractor may use the information for that purpose, as well. When this Contract ends, the Contractor must give back or destroy all confidential information, and confirm that it has done so. The Contractor promises that it will not share confidential information with a third party, unless the Client gives the Contractor written permission first. The Contractor must continue to follow these obligations, even after the Contract ends. The Contractor's responsibilities only stop if the Contractor can show any of the following: (i) that the information was already public when the Contractor came across it; (ii) the information became public after the Contractor came across it, but not because of anything the Contractor did or didn't do; (iii) the Contractor already knew the information when the Contractor came across it and the Contractor didn't have any obligation to keep it secret; (iv) a third party provided the Contractor with the information without requiring that the Contractor keep it a secret; or (v) the Contractor 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 Contractor each have access to confidential information that belongs to third parties. The Client and the Contractor 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 Contractor 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. INDEMNITY.

10.1 Overview.  This section transfers certain risks between the parties if a third party sues or goes after the Client or the Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor will cooperate with the Client in responding to and defending against such complaint or claim.

10.2 Client Indemnity.  In this Contract, the Contractor agrees to indemnify the Client (and its affiliates 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 Contractor has done under this Contract; (ii) a breach by the Contractor of its obligations under this Contract; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).

10.3 Contractor Indemnity.  In this Contract, the Client agrees to indemnify the Contractor (and its affiliates 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. GENERAL.

11.1 Assignment.  This Contract applies only to the Client and the Contractor. The Contractor 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 Contractor'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 Contractor 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.

11.4 Notices.

(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 Contractor may sign this document using online e-signature software such as Bonsai. These electronic signatures count as originals for all intents and purposes.

11.7 Governing Law. The validity, interpretation, construction and performance of this document shall be governed by the laws of the United States of America.

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.


THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.

Ghostwriter
First Name
Last Name
Acme LLC.
Client
First Name
Last Name
Corporation Corp.