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Template contract for freelance work

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# Contract

Between **Steve Barnett**, t/a Naga and **{{customer name}}**

## Summary

We'll always do our best to fulfil your needs and meet your expectations, but it's important to have things written down so that we both know what's what, who should do what and when, and what will happen if something goes wrong. In this contract you won't find any complicated legal terms or long passages of unreadable text. We've no desire to trick you into signing something that you might later regret. **What we do want is what's best for both parties, now and in the future.**

You ({{customer name}}), located at {{customer address}}, are hiring us (Naga), located at {{ address }}, to provide **Front-end Development and User Experience** services.

## What both parties agree to do

You have the authority to enter into this contract on behalf of yourself, your company or your organisation. You'll give us the assets and information we tell you we need to complete the project. You'll do this when we ask and provide it in the formats we need. You'll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you'll also be bound by dates we set together. You also agree to stick to the payment schedule set out at the end of this contract.

We have the experience and ability to do everything we've agreed with you and we'll do it all in a professional and timely manner. We'll endeavour to meet every deadline that's set and we'll maintain the confidentiality of everything you give us.

## The details

You'll have plenty of opportunities to review our work and provide feedback. We'll either share a Dropbox folder or GitHub repository with you and we'll be in regular, possibly daily, contact. If, at any stage, you're not happy with the direction our work is taking, you'll inform us and pay us in full for all time spent on your project until that point and cancel this contract.

### Front-end

We'll deliver web pages made up of HTML for structured content, CSS for presentation, and JavaScript for behaviour. If you're using a framework, like Rails or Django, we'll work in view layer of that. We'll work directly on your GitHub repository, if possible. We'll try to follow the principles of Progressive Enhancement, and build Mobile First, wherever possible.

Browser testing no longer means attempting to make a website look the same in browsers of different capabilities or on devices with different size screens. It does mean ensuring that a person's experience of a design should be appropriate to the capabilities of a browser or device. We test in a range of browsers, but where we spend the most time testing will depend on the devices that your visitors to your site use.

### User experience

We'll discuss what your specific needs are and plan the "deliverables" accordingly. These might include reviews of your existing stuff and producing an informal report, making or updating Personas, or making or updating Journey Maps. We'll provide all the sources files, usually in Balsamiq or HTML, CSS, and JavaScript format.

### Legal stuff

We can't guarantee that our work will be error-free and so we can't be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you've advised us of them. Finally, if any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.

### Copyrights

First, you guarantee that all elements of text, images or other artwork you provide are either owned by your good selves, or that you've permission to use them.

Then, when your final payment has cleared, copyright will be automatically assigned as follows:

You'll own the visual elements that we create for this project. We'll give you source files and finished files and you should keep them somewhere safe as we're not required to keep a copy. You own all elements of text, images and data you provided, unless someone else owns them.

We'll own the unique combination of these elements that constitutes a complete design and we'll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.

Where we contribute to an open-source project, we will complete the project's contributor agreement that makes our contribution fully compatible with the project's open licence.

### Payment schedule

We're sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we're also sure you'll want to stay friends, you agree to stick tight to the following payment schedule.

#### For project work

We'll invoice for a deposit before we begin any work. We only begin work once that invoice is paid. Our payment terms are **7 days from the date of invoice** for deposits and **upon receipt** for anything else.

#### For ongoing work

We'll invoice near the end of every month for any work completed up to that point. Since these invoices are for work completed, they are due **upon receipt**.

#### For both

We issue invoices electronically and accept payment by electronic transfer. We reserve the right to charge interest on all overdue debts at the rate of current repo rate + 3% per month or part of a month.

### The small print

You can't transfer this contract to anyone else without our permission. This contract stays in place and need not be renewed. If for some reason one part of this contract becomes invalid or unenforceable, the remaining parts of it remain in place.

Although the language is simple, the intentions are serious and this contract is a legal document under exclusive jurisdiction of South African courts.

---

Signed by and on behalf of Naga

Signed by and on behalf of {{ customer name }}

Date: **{{ date }}**

Everyone should sign above and keep a copy for their records.

---

Based heavily on the excellent [Contract Killer](https://gist.github.com/malarkey/4031110)

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