Bonsai Freelance Contract

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Design Contract
This Contract is between Orange Computer Inc. (the "Client") and Less & More Design LLC, a California limited liability company (the "Designer").The Contract is dated [the date both parties sign].
1. PROJECT AND PAYMENT
1.1 Project. The Client is hiring the Designer to do the following: The Designer will assist the Client in the information architecture (IA), user experience (UX), and user interface (UI) of their new website. This will include the home page and five additional static pages.

1.2 Schedule. The Designer will begin work on September 1, 2015 and must finish the work by December 1, 2015.

1.3 Payment. The Client will pay the Designer a flat fee of $10,000.00 (USD). Of this, the Client will pay the Designer $2,500.00 (USD) before work begins.

1.4 Expenses. The Client will reimburse the Designer's expenses. Expenses must be pre approved by the Client. Reimbursement is subject to the following: The Designer will be reimbursed to reasonable, pre-approved expenses, including but not limited to travel, materials costs, and research costs.

1.5 Invoices. The Designer will invoice the Client for work done at the end of the project. 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.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Designer 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 Designer 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 Designer hereby gives the Client this work product once the Client pays for it in full. This means the Designer 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 Designer’s Use Of Work Product. Once the Designer gives the work product to the Client, the Designer does not have any rights to it, except those that the Client explicitly gives the Designer here.

2.3 Credit For The Work Product. The Client is under no obligation to give credit to the Designer each time it publishes the work product.

2.4 Designer’s Help Securing Ownership. Down the road, the Client may need the Designer’s help to show that the Client owns the work product or to complete the transfer. The Designer agrees to help with that. For example, the Designer may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find the Designer, the Designer agrees that the Client can act on the Designer’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Designer after spending reasonable effort trying to do so, the Designer hereby irrevocably designates and appoints the Client as the Designer’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Designer and on the Designer’s behalf to execute, verify,
Bonsai offers many types of contract and invoices templates as well as data including:

What's included in Bonsai contracts?

If you thought that you had to retain the expensive fees of a lawyer to deliver a freelance contract, think again. Bonsai has made it incredibly simple to protect yourself – and your creative services – from a variety of legal issues. We’ve broken down a sample Bonsai contract to show you just how it is put together.

1. Party Names, Addresses, and Dates

All contracts in the Bonsai system start by identifying who the agreement is between. In this case, it would be between the “client” and you (the “designer” or “freelancer.) You should always use your full, legal name for contracts, as well as your official mailing address. A proper start date, also called an “effective date”, should be included.

2. Project and Payment

The next section is very important, as it lays out the responsibilities of the parties.

Project – This section needs to include exactly what will be done. If work is to be completed in phases or milestones, those should be individually called out. If there is a limit to word numbers, pages, hours, or other measurement, include that as well.

Schedule – This is a concrete start and end date. Work would begin and end according to what is written here.

Payment – The total project fee is noted here, including how much of the total fee will be paid up-front, in installments, or upon completion. Always include the currency used, which is most commonly USD (United States Dollars.) 

Expenses – While not all freelance projects will have additional costs, there should be a clear provision for how expenses will be handled. Answer any expense-related questions, as well as when expenses will be reimbursed in this section.

Invoices -- Communicate how the invoice will be delivered, when it will be sent, and how long the client has to pay. If there is a time limit from date sent to remittance, be sure to include what will happen if that timeframe isn’t met. Any additional fees or interest should be included here to prevent misunderstanding.

3. Ownerships and Licenses

To avoid any legal issues down the road, make sure this section is carefully reviewed. It will include who owns the work upon completion and whether the client needs to give credit for work done. There will also be a section ensuring that any intellectual property used in creating the work is allowed to be used for any purpose.

4. Competitive Engagements

While it is not always necessary to promise to only work for one client, some clients will require that you do not work for any other companies within the same industry. If that is agreeable, that portion will be filled out in this section. 

5. Non-Solicitation

In this portion, the designer usually agrees not to lure employees or contract workers away from the client to come work for the freelancer or their interests. There may be an agreement to refrain from recruiting for a period after the contract has ended.

6. Representations

This is a fancy way of saying that everyone signing the contracts agrees that they are telling the truth at the time that they signed it. It also clarifies that the freelancer will follow laws and has the right to do the work laid out in the project scope.

7. Term and Termination

If either the client or freelancer wish to stop working together prior to the natural end of the contract, the terms with which it can be done legally will be explained here. This will usually require notice by one or more parties, as well as an automatic termination once the project has been completed and paid for.

8. Independent Contractor

Most freelancers will perform their work as an independent contractor. This means the freelancer will not pretend to be an employee of the client, or be entitled to benefits or tax withholdings that an employee may be eligible to enjoy. This section also protects the freelancer from being unreasonably controlled in their work or duties by the client.

9. Confidential Information

This section protects the client from having sensitive business info divulged or used in a manner that could harm their business.  The freelancer promises to use discretion and treat confidential information with integrity before, during, and after the contract ends.

10. Indemnity.

If, for some reason, a third-party sues or makes a claim against the client for something the freelancer did, this section protects the client. It states that the freelancer will do what they can to help, including testifying in defense of the client or making restitution if found to be at fault.

11. General

This remaining section covers a few different, but important terms, including assignment. This states that the contract is between the client and freelancer – and no one else. It will also include a statement about arbitration, should both parties wish to use that as a method of legal reconciliation (should problems arise.) The contract will be void if found to be unenforceable, and proper notice will be given by either party if appropriate.

The state in which the contract is entered into should be clarified. It will also note that changes can be made, provided both parties agree to it. Finally, there is a section stating that signatures made through the Bonsai electronic system are as good as if they were on paper.

A good contract will cover a lot of ground with very few words. The Bonsai contract feature is a simple way to take the confusion out of the process and should be used whenever possible. This solution can ensure that both client and freelancer have a solid foundation for their successful business partnership!