5 ms·

Freelancer Contract Template (2018)

69 points by ColinWright 7y ago

xellisx 7y ago
Pay wall.
- m5r 7y ago
  YouTube video that goes along with the post: https://www.youtube.com/watch?v=M1ItNYnBDEU https://www.youtube.com/watch?v=M1ItNYnBDEU Contract: https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlREemUrFrOvOE7rsNOc2X0/edit?usp=sharing https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlRE...
  - xellisx 7y ago
    Thank you. Wasn't sure if it was about legal contracts or software design contracts concept.
thanksforfish 7y ago
Contracts will vary based on local laws. This should clarify which locations its intended to work within.
damagednoob 7y ago
> I personally ask for a 25% deposit on all projects (not monthly retainer clients). I think you have to be a bit sensible about this one. I've worked for Salesforce and Warner Bros and I think it highly unlikely you would get the finance department to go along with this.
- hashkb 7y ago
  You absolutely can. They can afford it. Can you afford to walk away? If they can tell you're thirsty, they'll convince you you're a dime a dozen and rake you over the coals. That's finance's job; but everyone else's job is to get the work out of you. Work around finance.
  - MattGaiser 7y ago
    Is there any reason to go through the hassle with established companies?
    - thih9 7y ago
      If that's a hassle, receiving full payment might be a hassle too and we want to avoid that.
    - hashkb 7y ago
      Yeah. Large companies are better at screwing contractors than small ones, on the whole. You're less likely to have a human relationship you can leverage.
  - hash872 7y ago
    Companies of that size are going to have standardized contracts and take it or leave it terms. 'Finance' (really procurement) does not have the time or bandwidth to sit there and negotiate terms & conditions with individual freelancers- anything you proposed would have to be run by Legal, then get redlined, etc. You can't negotiate with them
    - hashkb 7y ago
      I disagree. I negotiate all the time, and often even get companies to use my contract or at least incorporate many of my terms. Edit: If you aren't ready to say "sorry we couldn't make a deal" and bail, you'll never know what finance is willing to do. They have a lot more time than you. Edit 2: biggest lesson for me: "these are our standard terms, we don't negotiate them" is just words! You get to use your words back. That's negotiating. I can say "I always accept payment in full prior to starting". Neither are laws of physics, right?
      - hash872 7y ago
        > I negotiate all the time, and often even get companies to use my contract or at least incorporate many of my terms With what size companies? I am also self-employed, and also negotiate all the time, and also frequently get companies to use my contracts or agree to my terms. It just stops working at a certain company size, unless you are really providing something rare or unique. The discussion was not whether clients will negotiate- many will- but whether you can get Salesforce or Warner Brothers to negotiate their standard contract. At that company size, no, I don't believe that they do
- _pmf_ 7y ago
  > I think it highly unlikely you would get the finance department to go along with this. It usually involves convincing the customer at the company to convince his purchasing department that a (dummy) pre-project is needed (call it whatever, feasibility study, prototype).
hashkb 7y ago
Get at least 50% upfront for fixed fee projects. I always take 100%. Clients can be very inventive when it comes to withholding payment, and freelancers can't afford the time to arbitrate/sue. Companies know this and will bully you into accepting their terms. Walk away.
- iandanforth 7y ago
  How on earth do you get 100% up front? I'd have to already be best friends with the person, and have read their code, to take that deal.
  - hashkb 7y ago
    Then I'd walk away from your deal. The main way I get what I want is by not being desperate, and by doing a great job. Most of my business is referral. I'm a known quantity. Also, I encourage against fixed fee and prefer agile/retainer. If clients insist on fixed fee, they pay more, in full.
- Silhouette 7y ago
  Take some deposit so there is a degree of security and a degree of risk for both parties, sure. But full payment, up-front, with nothing to show for it? That seems entirely unreasonable and I can't understand why any rational client would ever accept it, unless maybe you're some sort of super-freelancer who's uniquely qualified and obviously in high demand.
  - hashkb 7y ago
    Usually by the end of the consultation period, it ends up seeming reasonable. I don't have any tricks. Just direct, honest, hard work.
    - Silhouette 7y ago
      So you're not really demanding 100% up front, only after you've already established the relationship and delivered some value during an initial consultation period? That is a different proposition.
aazaa 7y ago
Login wall. There's no way I'm using Facebook or Google to log in. I'm not sure the author even knows.
- ColinWright 7y ago
  Bizarre ... I'm using incognito mode on Firefox, I'm not logged in, and I can read this. I don't know what's different about your setup so I can't comment, but it's definitely not asking me for a login.
  - MattGaiser 7y ago
    Medium's login wall comes up after you have read a few articles. I assume you refresh your Incognito every little while, so you never reach that threshold.
    - ValentineC 7y ago
      Pro tip: you can quickly delete your cookies by clicking on the HTTPS lock icon, and selecting: - Cookies on Chrome; and - Clear Cookies and Site Data on Firefox.
      - remram 7y ago
        Or we could stop publishing/upvoting Medium posts...
        ColinWright 7y ago
        Or you could stop clicking on Medium posts, even when their presence here on HN suggests that the submitter thought the content might be useful, valid, valuable, or interesting.
    - ColinWright 7y ago
      Ah, that's useful information. As you say, I refresh incognito mode reasonably often, so that might explain it. Thanks.
tghw 7y ago
A good supplement to this is Mike Monteiro's "Fuck You Pay Me" talk. https://vimeo.com/22053820 https://vimeo.com/22053820
- aliceryhl 7y ago
  The talk suggests that copyright should not be transferred until full payment, which makes sense, but it seems like this contract doesn't do that.
travisluis 7y ago
You'd expect the force majeure clause in this contract[1] to include pandemics. [1] https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlREemUrFrOvOE7rsNOc2X0/edit https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlRE...
- eightysixfour 7y ago
  IANAL but the way our in-house counsel explained it to me is that a pandemic shouldn’t necessarily be a force majeure event, which is about the inability of the parties to execute the contract. A pandemic would cause a force majeure if the work can only happen onsite and the government has shut down the physical offices. A pandemic may cause a force majeure for a solo contractor if they catch the disease and are in the ICU. A pandemic would not cause a force majeure because a company has decided to rethink its priorities as a result of a pandemic. So a pandemic is covered by the concept of a force majeure without being explicit. The again, we were arguing that the pandemic isn’t/wasn’t force majeure so someone else may have other opinions.
  - ProblemFactory 7y ago
    Adding to that, force majeure is for unforeseeable events. This global pandemic might qualify for contracts signed before January - but not those signed in the future.
lawbot5000 7y ago
This reads like a very pro-customer contract.
- Silhouette 7y ago
  Definitely don't use it without having your own lawyer review it in the relevant jurisdiction(s), but then that's true of any legal document you find online. As a non-lawyer who has worked with client contracts, I would be asking questions about the basis for payment on early termination, timing of IP rights transfer, IR35 (if working in the UK), etc.
matthewmcg 7y ago
A bit of free legal advice: you shouldn’t rely on others’ contract forms without having a lawyer review them for your own needs. There are a number of potential issues with this contract from a freelancer’s point of view: * It’s generally pro-customer form and is missing certain protections like a limitation on the amount of direct damages * Lots of capitalized terms are not defined—for example, there is no definition for the freelancer’s preexisting works which are to be excluded from the assignment of IP ownership * The company gets to decide how much to pay the freelancer if the contract is terminated before the project is complete—it’s more common to have this be based on T&M rates or something more objective
gentleman11 7y ago
What does it cost to get a lawyer to draft a custom contract like this?

69 points by ColinWright 7y ago

xellisx 7y ago

Pay wall.

m5r 7y ago
YouTube video that goes along with the post: https://www.youtube.com/watch?v=M1ItNYnBDEU https://www.youtube.com/watch?v=M1ItNYnBDEU Contract: https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlREemUrFrOvOE7rsNOc2X0/edit?usp=sharing https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlRE...
- xellisx 7y ago
  Thank you. Wasn't sure if it was about legal contracts or software design contracts concept.

thanksforfish 7y ago

Contracts will vary based on local laws. This should clarify which locations its intended to work within.

damagednoob 7y ago

> I personally ask for a 25% deposit on all projects (not monthly retainer clients). I think you have to be a bit sensible about this one. I've worked for Salesforce and Warner Bros and I think it highly unlikely you would get the finance department to go along with this.

hashkb 7y ago
You absolutely can. They can afford it. Can you afford to walk away? If they can tell you're thirsty, they'll convince you you're a dime a dozen and rake you over the coals. That's finance's job; but everyone else's job is to get the work out of you. Work around finance.
- MattGaiser 7y ago
  Is there any reason to go through the hassle with established companies?
  - thih9 7y ago
    If that's a hassle, receiving full payment might be a hassle too and we want to avoid that.
  - hashkb 7y ago
    Yeah. Large companies are better at screwing contractors than small ones, on the whole. You're less likely to have a human relationship you can leverage.
- hash872 7y ago
  Companies of that size are going to have standardized contracts and take it or leave it terms. 'Finance' (really procurement) does not have the time or bandwidth to sit there and negotiate terms & conditions with individual freelancers- anything you proposed would have to be run by Legal, then get redlined, etc. You can't negotiate with them
  - hashkb 7y ago
    I disagree. I negotiate all the time, and often even get companies to use my contract or at least incorporate many of my terms. Edit: If you aren't ready to say "sorry we couldn't make a deal" and bail, you'll never know what finance is willing to do. They have a lot more time than you. Edit 2: biggest lesson for me: "these are our standard terms, we don't negotiate them" is just words! You get to use your words back. That's negotiating. I can say "I always accept payment in full prior to starting". Neither are laws of physics, right?
    - hash872 7y ago
      > I negotiate all the time, and often even get companies to use my contract or at least incorporate many of my terms With what size companies? I am also self-employed, and also negotiate all the time, and also frequently get companies to use my contracts or agree to my terms. It just stops working at a certain company size, unless you are really providing something rare or unique. The discussion was not whether clients will negotiate- many will- but whether you can get Salesforce or Warner Brothers to negotiate their standard contract. At that company size, no, I don't believe that they do
_pmf_ 7y ago
> I think it highly unlikely you would get the finance department to go along with this. It usually involves convincing the customer at the company to convince his purchasing department that a (dummy) pre-project is needed (call it whatever, feasibility study, prototype).

hashkb 7y ago

Get at least 50% upfront for fixed fee projects. I always take 100%. Clients can be very inventive when it comes to withholding payment, and freelancers can't afford the time to arbitrate/sue. Companies know this and will bully you into accepting their terms. Walk away.

iandanforth 7y ago
How on earth do you get 100% up front? I'd have to already be best friends with the person, and have read their code, to take that deal.
- hashkb 7y ago
  Then I'd walk away from your deal. The main way I get what I want is by not being desperate, and by doing a great job. Most of my business is referral. I'm a known quantity. Also, I encourage against fixed fee and prefer agile/retainer. If clients insist on fixed fee, they pay more, in full.
Silhouette 7y ago
Take some deposit so there is a degree of security and a degree of risk for both parties, sure. But full payment, up-front, with nothing to show for it? That seems entirely unreasonable and I can't understand why any rational client would ever accept it, unless maybe you're some sort of super-freelancer who's uniquely qualified and obviously in high demand.
- hashkb 7y ago
  Usually by the end of the consultation period, it ends up seeming reasonable. I don't have any tricks. Just direct, honest, hard work.
  - Silhouette 7y ago
    So you're not really demanding 100% up front, only after you've already established the relationship and delivered some value during an initial consultation period? That is a different proposition.

aazaa 7y ago

ColinWright 7y ago
Bizarre ... I'm using incognito mode on Firefox, I'm not logged in, and I can read this. I don't know what's different about your setup so I can't comment, but it's definitely not asking me for a login.
- MattGaiser 7y ago
  Medium's login wall comes up after you have read a few articles. I assume you refresh your Incognito every little while, so you never reach that threshold.
  - ValentineC 7y ago
    Pro tip: you can quickly delete your cookies by clicking on the HTTPS lock icon, and selecting: - Cookies on Chrome; and - Clear Cookies and Site Data on Firefox.
    - remram 7y ago
      Or we could stop publishing/upvoting Medium posts...
      - ColinWright 7y ago
        Or you could stop clicking on Medium posts, even when their presence here on HN suggests that the submitter thought the content might be useful, valid, valuable, or interesting.
  - ColinWright 7y ago
    Ah, that's useful information. As you say, I refresh incognito mode reasonably often, so that might explain it. Thanks.

tghw 7y ago

A good supplement to this is Mike Monteiro's "Fuck You Pay Me" talk. https://vimeo.com/22053820 https://vimeo.com/22053820

aliceryhl 7y ago
The talk suggests that copyright should not be transferred until full payment, which makes sense, but it seems like this contract doesn't do that.

travisluis 7y ago

You'd expect the force majeure clause in this contract[1] to include pandemics. [1] https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlREemUrFrOvOE7rsNOc2X0/edit https://docs.google.com/document/d/1Bg_1m1C05YqTJzp5MBZMhlRE...

eightysixfour 7y ago
IANAL but the way our in-house counsel explained it to me is that a pandemic shouldn’t necessarily be a force majeure event, which is about the inability of the parties to execute the contract. A pandemic would cause a force majeure if the work can only happen onsite and the government has shut down the physical offices. A pandemic may cause a force majeure for a solo contractor if they catch the disease and are in the ICU. A pandemic would not cause a force majeure because a company has decided to rethink its priorities as a result of a pandemic. So a pandemic is covered by the concept of a force majeure without being explicit. The again, we were arguing that the pandemic isn’t/wasn’t force majeure so someone else may have other opinions.
- ProblemFactory 7y ago
  Adding to that, force majeure is for unforeseeable events. This global pandemic might qualify for contracts signed before January - but not those signed in the future.

lawbot5000 7y ago

This reads like a very pro-customer contract.

Silhouette 7y ago
Definitely don't use it without having your own lawyer review it in the relevant jurisdiction(s), but then that's true of any legal document you find online. As a non-lawyer who has worked with client contracts, I would be asking questions about the basis for payment on early termination, timing of IP rights transfer, IR35 (if working in the UK), etc.

matthewmcg 7y ago

A bit of free legal advice: you shouldn’t rely on others’ contract forms without having a lawyer review them for your own needs. There are a number of potential issues with this contract from a freelancer’s point of view: * It’s generally pro-customer form and is missing certain protections like a limitation on the amount of direct damages * Lots of capitalized terms are not defined—for example, there is no definition for the freelancer’s preexisting works which are to be excluded from the assignment of IP ownership * The company gets to decide how much to pay the freelancer if the contract is terminated before the project is complete—it’s more common to have this be based on T&M rates or something more objective

gentleman11 7y ago

What does it cost to get a lawyer to draft a custom contract like this?