Freelance Contract — India

This Freelance Services Agreement ("Agreement") is entered into on [DATE] between:

CLIENT:
Name/Company: [CLIENT NAME]
Address: [CLIENT ADDRESS]
GSTIN (if applicable): [NUMBER]
(hereinafter referred to as the "Client")

AND

FREELANCER:
Name: [FREELANCER NAME]
Address: [FREELANCER ADDRESS]
PAN: [NUMBER]
(hereinafter referred to as the "Freelancer")

Both parties agree to the terms below.

The Freelancer shall provide the following services:

Project: [PROJECT NAME / DESCRIPTION]
Deliverables:
1. [DELIVERABLE 1 — e.g., Website design (5 pages)]
2. [DELIVERABLE 2 — e.g., Logo in 3 formats]
3. [DELIVERABLE 3 — e.g., Brand guidelines PDF]

Out of Scope:
The following are NOT included unless agreed in a separate written addendum:
- [e.g., Content writing, SEO, hosting setup]
- Any work not explicitly listed above

Changes to the scope must be agreed in writing and may incur additional charges.

Project Start Date: [DATE]
Estimated Completion: [DATE]

Milestones:
Phase 1: [DESCRIPTION] — Due by [DATE]
Phase 2: [DESCRIPTION] — Due by [DATE]
Final Delivery: [DESCRIPTION] — Due by [DATE]

Timelines are estimates and may be adjusted due to:
(a) Delays in client feedback (see Section 4)
(b) Scope changes agreed in writing

For each business day the Client delays feedback beyond the agreed response window, the project deadline shall extend by an equal number of days.

The Client shall:
(a) Provide all necessary materials, content, access, and information within [3] business days of request
(b) Designate a single point of contact for approvals and feedback
(c) Respond to deliverables within [5] business days of submission
(d) Provide clear, consolidated feedback (not contradictory instructions)

If the Client fails to respond within the specified window:
- The deliverable shall be deemed approved
- Project timelines shall extend accordingly

Total Project Fee: ₹[AMOUNT] (Rupees [AMOUNT IN WORDS] only)

Payment Schedule:
- 30% Advance: ₹[AMOUNT] — Due on signing this Agreement
- 40% Milestone: ₹[AMOUNT] — Due on completion of Phase 2
- 30% Final: ₹[AMOUNT] — Due on final delivery

Payment Mode: [Bank transfer / UPI]
Account: [BANK DETAILS]
Payment Due: Within [7] days of invoice

Late Payment: If payment is delayed beyond 15 days of the due date, a late fee of 1.5% per month shall apply on the outstanding amount.

TDS: If the Client deducts TDS (Tax Deducted at Source), the Client shall provide Form 16A within the statutory deadline.

The project fee includes [2] rounds of revisions per deliverable.

A "revision" is defined as a set of changes communicated in a single consolidated feedback.

Additional revisions beyond the included rounds shall be billed at ₹[AMOUNT] per hour or ₹[AMOUNT] per revision round, at the Freelancer's discretion.

Major rework (changes to approved concepts, complete redesigns, or changes contradicting earlier approvals) shall be treated as new scope and quoted separately.

During the project:
All work-in-progress, drafts, and source files remain the Freelancer's property until full payment is received.

Upon full payment:
(a) The Freelancer assigns all intellectual property rights in the final deliverables to the Client
(b) The Client shall own the final deliverables for any commercial or non-commercial use
(c) The Freelancer retains the right to display the work in their portfolio, website, and social media for self-promotion

If payment is not completed:
All intellectual property rights remain with the Freelancer. The Client shall not use, reproduce, or distribute any deliverables (including drafts and concepts).

Pre-existing IP:
Any tools, frameworks, templates, or code libraries that the Freelancer uses which were created before this project remain the Freelancer's property. The Client receives a non-exclusive, perpetual license to use them as part of the deliverables.

Both parties agree to keep confidential any proprietary information received during the project.

Confidential information includes: business plans, financial data, customer lists, trade secrets, and any information marked as "Confidential."

This obligation survives for 2 years after the termination of this Agreement.

Exclusions: Information that is publicly available, independently developed, or required to be disclosed by law.

Either party may cancel this Agreement with [15] days' written notice.

If the Client cancels:
- All completed work up to the date of cancellation shall be paid for
- A kill fee of 20% of the remaining unpaid project value shall apply
- Any advance paid is non-refundable

If the Freelancer cancels:
- The Freelancer shall deliver all completed work to the Client
- The Freelancer shall refund any payment received for work not yet delivered

Force Majeure:
Neither party shall be liable for delays or cancellation due to circumstances beyond their control (natural disasters, government orders, serious illness, pandemic restrictions).

The Freelancer is an independent contractor and NOT an employee of the Client.

The Freelancer shall:
(a) Pay their own taxes (including GST if applicable)
(b) Use their own tools and equipment
(c) Set their own working hours
(d) Not be entitled to employee benefits (PF, insurance, leave)

Nothing in this Agreement creates an employer-employee relationship, partnership, or joint venture.

The Freelancer's total liability under this Agreement shall not exceed the total project fee paid by the Client.

The Freelancer shall not be liable for:
(a) Indirect, consequential, or incidental damages
(b) Loss of profits, data, or business opportunities
(c) Issues arising from the Client's use of deliverables in a manner not intended or advised

The Client shall indemnify the Freelancer against any third-party claims arising from content, materials, or directions provided by the Client.

Any dispute arising from this Agreement shall be resolved as follows:
(a) First, through mutual discussion and good-faith negotiation
(b) If unresolved within 30 days, through mediation by a mutually agreed mediator
(c) If still unresolved, through arbitration under the Arbitration and Conciliation Act, 1996

Seat of arbitration: [CITY], India
Language: English
The arbitrator's decision shall be final and binding.

Governing Law: This Agreement shall be governed by the laws of India.

IN WITNESS WHEREOF, the parties have signed this Agreement on the date first written above.


CLIENT                            FREELANCER
Name: _______________            Name: _______________
Signature: __________            Signature: __________
Date: _______________            Date: _______________