Freelance Contributor Agreement
Companies use this Freelance Contributor Agreement (contract) to commission creative works from an individual on an independent contractor (freelance) basis. Generally, individuals can copyright these creative works. The agreement is drafted in an informal letter agreement format. Additionally, companies may use this agreement as a form. Thus, companies and freelancers will be ready to sign this agreement with little or no negotiation.
Parties may find this agreement most appropriate for commissioning relatively simple defined projects, with one or more creative works as discrete end-products. For companies that frequently use freelance writers or other creative talent, a form agreement that can be used by the company with limited legal involvement can:
- Provide efficiency, particularly if the company has a small or no in-house legal department.
- Reduce the risk that non-legal personnel will engage freelancers without a written agreement, which can compromise the company’s rights in commissioned works.
Companies may find this agreement most appropriate for commissioning relatively simple defined projects that include one or more creative works as discrete end-products. Examples include the following:
- Articles or other written works.
- Drawings or graphic works.
Drafting and Negotiating Considerations
Typically, freelance contributor agreements or contracts are drafted with an objective of being:
- Relatively brief and easy to understand.
- Signed by the contributor with little or no negotiation.
Therefore, freelance contributor agreements typically include relatively short terms. For example, this agreement:
- Includes basic risk allocation provisions.
- Does not define certain terms often defined for clarity in longer agreements (for example, affiliates).
When tailoring this agreement, companies should consider whether the particular circumstances require longer, more detailed provisions. For example, companies should consider more detailed provisions where a commissioned project presents substantial liability risk and has high fees. Additionally, companies choosing to add a confidentiality provision should include a notice of immunity under the Defend Trade Secrets Act.
AssumptionsThis freelance contributor agreement/contract assumes that: The agreement is for types of works typically protectable by copyright. The agreement is for the contributor to create new works. The contributor is an individual person contracting on his own behalf and is not employed by a third party. If the contributor is an employee of another company, the other company may have rights in the commissioned works. This situation may arise if the other company claims such works were created in the scope of the contributor’s employment. The contributor will not work at the company’s premises or use the company’s facilities. The contributor performing services on the company’s premises or using company equipment or facilities raises additional issues. Short-form freelancer agreements typically do not address such issues. The company is a US entity, the contributor is a US resident domiciled in the US, and the transaction takes place in the US. Parties may need to modify these terms to comply with local laws. Thus, parties should consider modifying these terms if organized or operating in a foreign jurisdiction. Additionally, parties should consider modifying these terms if their transactions take place in a foreign jurisdiction.
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