A simple contract is a document that a freelancer or independent contractor can use to outline a working agreement between themselves and a client. It describes the obligations and responsibilities of each party, such as which services are being provided and their total cost.
A simple contract is also sometimes called a:
Any freelancer or independent contractor who provides their services to clients in exchange for payment should use a contract. Contracts are recommended for any and all freelancers, regardless of whether you’re a:
No matter if you’re hired for a simple, one-off project or ongoing services, it’s recommended you create a legally binding agreement to protect yourself in the event of a dispute or nonpayment.
The best time to create a contract is at the beginning of a relationship with a new client before any work has been done but after you’ve already agreed on services and pricing.
Make sure to discuss the client’s needs, expectations, and more before creating your contract. The more you know about their project, the more accurately you can price and the more relevant your contract will be.
Once the agreement has been reviewed and signed by all parties involved, you can then proceed with the work you’ve been hired to do.
Each contract that you provide to a client should include a few essential elements, such as:
This includes the names and addresses of each person involved, such as you and your client. Because a contract is a legally binding document, it needs to clearly identify who each party is.
Each contract needs to outline the specifics of the services you are being hired to do. For example, if you’re a writer, this section should address:
Remember to describe exactly what you will be providing to the client based on the services you offer and the industry you work in. Being specific in your contract helps to avoid misunderstandings and clarifies expectations.
Contracts are the ideal place to outline and specify payment-related information, such as:
Remember to discuss each of these elements before creating your contract so that you know you and your client are on the same page.
Even a basic contract should address who retains the rights to any intellectual property such as written content, photos, code, and more. While you may assume that anything you create belongs to you, your client may not feel the same way.
Having a legal contract in place will clearly define who owns any intellectual property created for the working relationship you have with a client.
In a freelance contract, an indemnity clause typically outlines your agreement as the service provider and the client’s not to hold the other financially responsible for any liabilities, losses, damages, or expenses in the event that a third-party claim or breach of contract.
Essentially, you’re agreeing not to hold each other responsible for any unexpected financial or legal issues that may arise.
Typically, contracts don’t last forever. Each contract that you create needs to address how and when it will end. For example, some contracts end on a specific date while others end upon the completion of a specific task.
You will also need to determine how a contract can be terminated, such as by either party providing 30 days' written notice to the other.
You may want to address how to handle circumstances in which a contract may be subject to early termination, like a violation that results in a breach of contract.
Lastly, every contract needs to include a place for each party to sign. It’s important to note that you don’t have a legally binding contract until two or more parties have signed the written document.
Once you have the client’s signature, make sure to add your own and provide a copy of the signed and dated contract to each party involved.
As a freelancer, contracts are one of the most important tools you can use to guide and outline the relationships you have with clients. Using a contract will help you to:
Using legitimate contracts gives you a professional edge and sets you apart from other freelancers who don’t. Clients want to know they’re working with someone who takes the work seriously.
The more that you angle your freelance services as a small business by using professional contracts and documents, the more likely you are to attract and sign bigger, better clients.
While you don’t go into a new freelance relationship expecting it to go sideways, it can happen. A signed contract offers you legal protections in the event of a dispute or refusal to pay. It’s hard for a client to argue with the terms outlined in an agreement they reviewed and signed.
For example, a contract can help you to prove:
What better way to outline and describe the roles and responsibilities of each party in a freelance relationship than with a contract? Since contracts include a variety of elements meant to describe the obligations of each party in the working relationship, they’re an ideal way to ensure you and your clients are on the same page.
Before actually signing a contract, you will have spoken to or met with the client at least once to discuss their needs and goals as well as your services and pricing. Continue this conversation all the way through your contract to keep things clear and upfront so you both know exactly what to expect in the future.
A good contract also outlines specifics, like when and how it will end, who pays for what, and a clear payment schedule, making it hard to miss any important information.
Proof of a signed contract can come in handy in a variety of situations. For example, you may need one to obtain financing for a mortgage, a business or personal loan, or vehicle, or for tax purposes.
As a freelancer, you don’t have the same job security as a regular employee, which can impact how banks and other financial institutions consider your income. Signed contracts are proof that you have ongoing income, helping you to demonstrate that your small business is thriving and financially stable.
Sometimes, the longer a relationship with a client goes on, the hazier the details about your initial agreement get. When was the end date again? And did the client agree to pay for your ticket to fly out to their head office?
A written contract is the perfect way to provide you with reference material down the road. If ever you’re unsure of what you or the client agreed to at the beginning of your relationship, simply find and review your contract.
For example, you can use it to jog your memory when it comes to:
Using contract templates keeps you from having to start from scratch each time you bring on a new client. Contracts are a lot of work, and it’s not always easy to know which elements you should and shouldn’t include.
Save your small business time and money by using a contract generator like Bonsai so that you can have a contract ready to sign in minutes, not hours.
You have three options when it comes to creating a contract. You can write one yourself, hire a lawyer, or use a contract template from Bonsai.
While you can make a contract on your own, it’s not recommended. Each clause, term, and condition, needs to be worded a certain way to ensure that it’s legally binding and fair to both parties. Contracts that don’t follow contract law will be thrown out, regardless of whether they’ve been signed or not.
Unless you’re well-versed in contract law, you’re likely to accidentally invalidate your entire agreement with a simple mistake.
Your next option is to hire a lawyer, but this will be pricey. This option is really only necessary if your contract is particularly complicated or unique. For example, if a basic template doesn’t include the right elements or you need to add a very specific clause related to confidential information or a background check.
For most freelancers and their clients, using contract templates is the best option. With Bonsai, you can create a free simple contract in just a few clicks.
Each of our contract templates:
Plus, it’s free when you create an account. Sign up now to make your first contract in minutes. Once you’re done, easily share it with clients, collect digital signatures, and get to work.
As an added bonus, Bonsai offers a host of other freelance services, which help you to track your working time, send invoices, and receive payments.
It’s good practice to review your freelance projects either:
If you have ongoing contracts, give them a once over each year to ensure they’re still relevant and up-to-date. Small changes may need to be made, like the format in which you provide deliverables, or larger ones, like renegotiating your rate.
For new projects with existing clients, sign a new contract or update your existing one to reflect any new work or responsibilities.
Keeping your contracts relevant ensures that still offer you legal protection and that they accurately reflect your relationship with a client.
The important clauses are indemnification, copyright, termination, warranties and disclaimers, and privacy. Good thing Bonsai's free template has these all covered for you.
Microsoft word has a simple contract available. However, if your's looking for a lawyer curated contract template that suits your needs, download from Bonsai now. It is easy to edit and save with reminders feature for you to utilize.
Verbal agreements are binding, but only if you can prove that they were made, which is exceedingly difficult. Unless you have a record of the conversation you had with a client that includes their agreement to the terms described, it’s nearly impossible to prove the existence of a verbal contract. In business agreements especially, you should always have a written, signed contract to refer back to in the event of a dispute or misunderstanding.
In order for a contract to be legally binding, it must be signed by both you and your client. Don’t start any work until your client has agreed to your contract in writing. You can’t hold them to anything in the agreement without a signature, including payment specifics. If a client refuses to sign because of a specific clause or element in the contract, find out what it is and consider whether it can be revised. If so, simply make the adjustment and send it again. If not, however, you may need to continue negotiations with your client.
A freelance contract should include at least two parties: the service provider (freelancer or independent contractor) and the client. In some cases, there may be more than one freelancer or client, in which case the contract should include all relevant parties. Anyone whose name is listed in the contract needs to sign the document before it will be legally binding.
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This Contract is between Client (the "Client") and Acme LLC, a California limited liability company (the "Contractor").
The Contract is dated [the date both parties sign].
1.1 Project. The Client is hiring the Contractor to do the following: [SERVICE DESCRIPTION]
1.2 Schedule. The Contractor will begin work on [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] per hour. Of this, the Client will pay the Contractor [DEPOSIT AMOUNT] before work begins.
1.4 Expenses. The Client will reimburse the Contractor's expenses. Expenses do not need to be pre-approved by the Client.
1.5 Invoices. The Contractor will invoice the Client at [INVOICE FREQUENCY]. The Client agrees to pay the amount owed within [X] days of receiving the 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 once the Client accepts it, unless otherwise agreed in writing.
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 drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that the Contractor 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 Contractor hereby gives the Client this work product once the Client pays for it in full. This means the Contractor 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 Contractor's Use Of Work Product. Once the Contractor gives the work product to the Client, the Contractor does not have any rights to it, except those that the Client explicitly gives the Contractor here. The Client gives permission to use the work product as part of portfolios and websites, in galleries, and in other media, so long as it is to showcase the work and not for any other purpose. The Client does not give permission 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 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 code, type fonts, properly-licensed stock photos, 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.
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. The Contractor 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 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 U.S. and foreign 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.
This Contract is ongoing until the work is completed. 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).
The Client is hiring the Contractor as an independent contractor. The following statements accurately reflect their relationship:
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.
8.3 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.
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 Contractor or both. For example, if the Client gets sued for something that the Contractor did, then the Contractor 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 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.
11.1 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 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 California govern the rights and obligations of the Client and the Contractor 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.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
