In this Contract, "Project" means the work the Freelancer will carry out for the Client as described in this section. "Deliverables" means the finished items the Freelancer hands over to the Client under the Project. "Milestone" means a defined stage of the Project with its own Deliverables, target delivery date, and payment. "Client Materials" means any content, information, files, logins, branding, or other materials the Client provides for the Project.

The Project is: [Brief description of the Project, including its purpose and main outcomes].

The Deliverables are: [List of Deliverables, including format, file types, quantities, and any technical specifications].

The Project is divided into the following Milestones, each with its own Deliverables, target delivery date, and share of the fee: Milestone 1: [Description], target date [Date], fee [Amount]; Milestone 2: [Description], target date [Date], fee [Amount]; Milestone 3 (final): [Description], target date [Date], fee [Amount]. The parties may add or remove Milestones only by a written change agreed under the section on Revisions and Changes.

Anything not expressly listed in this section is outside the Project and is not included in the fee. This includes, unless listed above, [examples of excluded work, for example hosting, ongoing maintenance, stock image licenses, printing, translation, or third-party fees].

Target delivery dates are good-faith estimates. They depend on the Client paying on time and providing Client Materials, feedback, and approvals as required by this Contract. If the Client is late with any of these, each later target date moves back by at least the same amount of time, and the Freelancer will not be responsible for the resulting delay.

The Freelancer will not start work on the Project until the deposit described in the section on Fees, Deposit, and Payment has been received in full.

The Freelancer is an independent business and not an employee, partner, or agent of the Client. Nothing in this Contract creates an employment relationship, and the Freelancer is not entitled to any employee benefits from the Client.

The Freelancer will work remotely from the Freelancer's own location. The Freelancer is not required to attend the Client's premises. Any in-person meeting or travel requested by the Client must be agreed in advance, and the Client will pay reasonable travel time and expenses at the rate of [Hourly Rate or Travel Rate] plus actual costs.

The Freelancer decides how, when, and where to do the work, and will use the Freelancer's own equipment, software, and tools. The Client controls only the agreed outcome of the Project, not the methods used to achieve it.

The Freelancer's normal working hours are [Working Days and Hours, including time zone]. The Freelancer will usually respond to the Client's messages within [Number] business days. Work or meetings outside normal working hours requested by the Client as urgent may be charged at [Rush Rate or Percentage Surcharge], if the Freelancer agrees to them.

The parties will communicate mainly through [Agreed Communication Channels, for example email or project management tool]. Instructions, feedback, and approvals are only binding if given in writing through these channels by the Client's designated contact or another authorized person.

The Freelancer may work for other clients, including in the same industry as the Client, during and after the Project, as long as the Freelancer does not breach the section on Confidentiality.

The Freelancer may use subcontractors or assistants to help with parts of the Project. The Freelancer remains responsible for their work and will make sure they follow the confidentiality obligations in this Contract.

The Freelancer is responsible for the Freelancer's own taxes, insurance, and business registrations arising from the Freelancer's income under this Contract.

Until the Client has paid all amounts due under this Contract in full, the Freelancer owns all rights, including copyright and other intellectual property rights, in the Deliverables and all work created for the Project. Before full payment, the Client may only use Deliverables for internal review and may not publish, launch, or commercially use them.

Once the Client has paid all amounts due under this Contract in full, the Freelancer transfers to the Client all of the Freelancer's ownership rights in the final, accepted Deliverables. The Freelancer will sign any reasonable documents the Client needs to record this transfer, at the Client's cost.

The Freelancer keeps ownership of everything the Freelancer created or owned before the Project or created outside it, including the Freelancer's know-how, methods, templates, code libraries, tools, and general skills ("Freelancer's Pre-existing Materials"). If any of the Freelancer's Pre-existing Materials are included in the Deliverables, the Freelancer gives the Client, after full payment, a non-exclusive, perpetual, worldwide, royalty-free license to use them as part of the Deliverables only.

Drafts, sketches, rejected concepts, working files, source files, and alternative options that were not part of the final Deliverables remain the property of the Freelancer, unless source files are expressly listed as Deliverables in the section on Project Scope and Milestones.

Some Deliverables may include third-party materials such as fonts, stock images, plugins, or open-source code. These are not owned by the Freelancer and are provided under their own license terms, which the Client must follow. Any license fees for third-party materials are paid by the Client, unless otherwise stated in [Placeholder for agreed third-party costs].

After Deliverables are published or used publicly by the Client, or [Number] months after delivery of the final Milestone, whichever is earlier, the Freelancer may display the Deliverables and a description of the Freelancer's role in the Project in the Freelancer's portfolio, website, social media, award entries, and marketing materials. The Freelancer may also name the Client as a client. This right continues after the Contract ends.

The Freelancer will not use any confidential information in portfolio materials. If the Client tells the Freelancer in writing before the Effective Date that certain Deliverables must not be shown publicly, the Freelancer will respect that request, but may still show them privately to prospective clients in a way that does not reveal confidential information.

The Client owns the Client Materials and gives the Freelancer permission to use them as needed to carry out the Project and for the portfolio use allowed above.

One round of revisions is included in the fee for each Milestone. A round of revisions means one consolidated set of written change requests to the Deliverables of that Milestone, submitted at one time, which the Freelancer will then make.

The Client must send its revision requests within [Number] business days after the Freelancer delivers the Milestone's Deliverables. Requests must be clear, specific, and sent in a single consolidated list from the Client's designated contact. Unused revision rounds do not carry over to other Milestones.

Revisions only cover adjustments to the Deliverables within the agreed Project. Requests that change the direction, concept, structure, or scope of the work, or that ask for new items, are changes and not revisions.

Any further revision rounds, and any changes, will be charged at [Hourly Rate or Fixed Price per Round], unless the parties agree on a different fixed price in writing beforehand.

If the Client wants a change, it must ask in writing. The Freelancer will then tell the Client in writing how the change affects the fee, the target delivery dates, and the Milestones. The change becomes part of the Project only when both parties have approved it in writing, which may be done by email.

The Freelancer may decline a requested change that is unreasonable, technically impractical, or outside the Freelancer's area of work, and will not be in breach of this Contract for doing so.

Once a Milestone has been accepted, any later request to modify that Milestone's Deliverables will be treated as a change and charged accordingly.

The total fixed fee for the Project is [Total Fee Amount and Currency] (the "Fee"). The Fee covers only the Project as described in the section on Project Scope and Milestones and the revisions included in the section on Revisions and Changes.

The Client will pay a deposit of [Percentage or Amount] of the Fee when signing this Contract. The deposit secures the Freelancer's time in the Freelancer's schedule and covers initial work. The deposit is non-refundable, except where the Freelancer ends the Contract without cause.

The rest of the Fee is paid by Milestone. The Freelancer will invoice the fee for each Milestone when its Deliverables are delivered, minus any part of the deposit allocated to that Milestone as follows: [Deposit allocation, for example applied to the final Milestone]. The remaining balance of the Fee is due on completion, when the Freelancer delivers the final Milestone.

Invoices are due within [Number] days after the invoice date. Payment must be made by [Payment Method] to the account details shown on the invoice, in [Currency]. The Client pays all bank, transfer, and currency conversion charges so that the Freelancer receives the full invoiced amount.

The Fee does not include taxes. The Client will pay any applicable sales, value-added, or similar taxes on top of the Fee. If the Client is required by law to withhold any tax, the Client will increase its payment so that the Freelancer receives the same amount it would have received without the withholding.

The Client will reimburse pre-approved out-of-pocket expenses, such as third-party licenses, stock assets, or software purchased specifically for the Project. The Freelancer will invoice these at cost with receipts.

If an invoice is not paid on time, the Freelancer may charge late interest of [Percentage] per month on the overdue amount, or the maximum rate allowed by law if lower, plus reasonable costs of collecting the debt. The Freelancer may also pause all work on the Project until all overdue amounts are paid, and target delivery dates will be extended accordingly.

The Client may not hold back or set off any amount it owes under this Contract against any claim it has against the Freelancer. If the Client disputes part of an invoice, it must tell the Freelancer in writing within [Number] days of the invoice date, explaining the reason, and must pay the undisputed part on time.

This Contract starts on the Effective Date and continues until the Project is completed and all amounts due have been paid, unless it ends earlier under this section.

The Client may end this Contract at any time for any reason by giving the Freelancer [Number] days' written notice.

The Freelancer may end this Contract immediately by written notice if: the Client does not pay any amount within [Number] days after its due date; the Client fails to provide Client Materials, feedback, or approvals for more than [Number] days after the Freelancer asks for them in writing; or the Client asks the Freelancer to do anything unlawful or unethical. The Freelancer may also end this Contract for any reason by giving the Client [Number] days' written notice.

Either party may end this Contract immediately by written notice if the other party seriously breaches this Contract and does not fix the breach within [Number] days after receiving written notice describing it, or if the other party becomes insolvent or stops doing business.

If the Contract ends for any reason other than the Freelancer ending it for convenience or the Freelancer's uncured serious breach, the Client will pay: the fees for all Milestones already delivered; a proportionate share of the fee for the Milestone in progress, based on work completed; and any approved expenses incurred. The deposit is not refunded. In addition, if the Client ends the Contract for convenience, the Client will pay a cancellation fee of [Percentage] of the unpaid portion of the Fee to cover the Freelancer's reserved time.

If the Freelancer ends the Contract for convenience, the Client will pay only for Milestones already delivered and a proportionate share of work completed on the Milestone in progress, and the Freelancer will refund any part of the deposit not earned by work done.

After the Contract ends and the Client has paid all amounts due, the Freelancer will deliver the completed and partly completed Deliverables that have been paid for, and ownership of those Deliverables will pass to the Client as described in the section on Ownership of the Work and Portfolio Use. The Client may not use any unpaid work.

Sections that by their nature should continue after the Contract ends will continue, including those on ownership and portfolio use, payment, limits on liability, confidentiality, and governing law and dispute resolution.

The Freelancer will do the work with reasonable skill and care, in line with generally accepted professional standards for this type of work. Apart from this, the Deliverables are provided "as is," and the Freelancer makes no other promises, including that the Deliverables will achieve any particular business result, sales, rankings, or performance, or will be free from all errors.

The Freelancer is not liable for any indirect or consequential loss, including loss of profits, revenue, business, data, goodwill, or opportunity, even if the Freelancer was told such loss was possible.

The Freelancer's total liability for all claims arising out of or relating to this Contract, whatever the cause, is limited to the total amount of fees actually paid by the Client to the Freelancer under this Contract in the [Number] months before the event giving rise to the claim.

The Freelancer is not responsible for problems caused by Client Materials, by the Client's instructions, by changes made to the Deliverables by the Client or anyone other than the Freelancer, by third-party materials, software, platforms, or hosting services, or by the Client's failure to follow the Freelancer's reasonable instructions.

The Client will protect the Freelancer against, and pay for, any claims, losses, and reasonable legal costs arising from Client Materials, including claims that they infringe someone else's rights, and from the Client's use of the Deliverables in breach of this Contract or the law.

The Client is responsible for reviewing the Deliverables for legal and regulatory compliance in its own industry and market, including advertising, consumer protection, and accessibility rules, before using them.

Nothing in this Contract limits liability that cannot be limited by law, such as liability for fraud or for intentional wrongdoing.

The Freelancer will deliver each Milestone's Deliverables to the Client by [Delivery Method, for example email, shared drive link, or upload to the Client's platform], together with the invoice for that Milestone. Delivery is complete when the Freelancer sends them.

After delivery, the Client has [Number] business days to review the Deliverables and either request its included round of revisions or confirm that it is satisfied.

A Milestone is accepted when the Client pays the invoice for that Milestone in full. Payment confirms that the Client is satisfied with the Deliverables for that Milestone.

If the Client requests revisions within the review period, the Freelancer will make them and redeliver. The invoice for that Milestone then becomes due on the original due date or [Number] days after redelivery, whichever is later. A further review period does not apply to the redelivered Deliverables, other than to check that the requested revisions were made.

If the Client does not request revisions within the review period, the Deliverables are treated as delivered as agreed, and the invoice must be paid when due. Not paying the invoice is not a way to reject the Deliverables.

If the Client uses any Deliverable publicly or commercially before paying the Milestone invoice, the Milestone is treated as accepted, and the full invoice becomes due immediately. This does not give the Client ownership rights before full payment.

Final completion of the Project occurs when the Client pays the invoice for the final Milestone, including the remaining balance of the Fee.

The Client will give the Freelancer all Client Materials, information, access, and approvals needed for the Project by the dates the Freelancer reasonably requests, starting with [List of key Client Materials needed to start] by [Date].

The Client will appoint [Name and Contact Details of Client's Designated Contact] as its main contact. This person has authority to give instructions, feedback, revision requests, and approvals on the Client's behalf. The Client will tell the Freelancer in writing if this person changes.

The Client promises that it owns or has permission to use all Client Materials, and that using them in the Project will not break any law or infringe anyone else's rights.

The Client is responsible for the accuracy of all Client Materials and for checking the Deliverables for errors in facts, names, prices, and other content provided by the Client before accepting them.

The Client will give feedback in a timely, clear, and consolidated way, and will make sure that everyone involved on its side has reviewed the Deliverables before the Client sends revision requests.

The Client is responsible for backing up its own data and Client Materials, and for securing and maintaining any accounts, platforms, or systems it gives the Freelancer access to.

If the Project is paused for more than [Number] days because the Client has not met its responsibilities, the Freelancer may invoice for work completed so far and may charge a restart fee of [Amount] to resume the Project, subject to the Freelancer's availability.

"Confidential Information" means non-public information that one party shares with the other in connection with this Contract and that is marked as confidential or would reasonably be understood to be confidential, such as business plans, customer data, pricing, unreleased products, and trade secrets.

Each party will keep the other party's Confidential Information private, use it only to perform or benefit from this Contract, and share it only with people who need to know it for the Project and who are bound by similar confidentiality duties.

Confidential Information does not include information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently created, or that it lawfully received from someone else without a confidentiality duty.

A party may disclose Confidential Information if required by law, court order, or a government authority, but only to the extent required and, where legally allowed, after giving the other party prompt notice.

The terms of this Contract, including the Fee, are confidential. However, the existence of the working relationship and the portfolio use allowed under the section on Ownership of the Work and Portfolio Use are not confidential.

When the Contract ends, each party will return or delete the other party's Confidential Information on written request, except for copies kept in routine backups, copies needed for legal or accounting records, and materials the Freelancer may keep for portfolio use.

These confidentiality duties last for [Number] years after the Contract ends, or for as long as the information remains a trade secret, if longer.

This Contract is governed by the laws of [Governing Jurisdiction], without regard to its conflict of laws rules.

If a dispute arises, the parties will first try to resolve it in good faith by talking directly. Either party may start this process by sending a written notice describing the dispute.

If the dispute is not resolved within [Number] days after that notice, either party may refer it to [mediation through Mediation Provider, or another agreed method] in [City or Location]. The costs of mediation will be shared equally, and each party pays its own legal costs for mediation.

If mediation does not resolve the dispute within [Number] days, or if a party refuses to take part, the dispute will be decided exclusively by the courts of [Court Location], and both parties agree to the jurisdiction of those courts.

Despite the steps above, the Freelancer may bring a claim for unpaid invoices directly in any court with jurisdiction, including a small claims court, without first going through negotiation or mediation. Either party may also seek urgent court orders to protect its intellectual property or Confidential Information.

In any legal action to collect unpaid amounts under this Contract, the Freelancer may recover its reasonable legal fees and collection costs from the Client if the Freelancer wins.

This Contract is the entire agreement between the parties about the Project. It replaces all earlier discussions, proposals, and agreements about the same subject. The Client's purchase order terms or standard terms do not apply, even if referred to in a purchase order or other document.

This Contract can only be changed by a written document signed or approved by email by both parties, except for changes to the Project agreed under the section on Revisions and Changes.

Neither party may transfer this Contract to someone else without the other party's written consent, except that the Freelancer may transfer its right to receive payment, and may transfer the Contract to a business that takes over the Freelancer's business.

Neither party is responsible for delays or failures caused by events outside its reasonable control, such as natural disasters, serious illness, power or internet outages, or government actions, except that this does not excuse the Client's payment obligations. Affected deadlines move back for as long as the event lasts.

Notices under this Contract must be in writing and sent by email to the addresses in the signature section below, or to another address a party gives in writing. A notice is received on the business day after it is sent, unless the sender gets a delivery failure message.

If any part of this Contract is found to be invalid or unenforceable, the rest of the Contract will still apply, and the invalid part will be changed only as much as needed to make it enforceable.

If a party does not enforce a right under this Contract, that does not mean it gives up that right.

This Contract may be signed in counterparts and by electronic signature. Each signed copy counts as an original, and all copies together form one agreement.