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December 29, 2010
Stay Out of Court: 4 Essential Elements of a Freelance Contract
 
Creative freelancers don’t usually like tasks that require them to think logically. In a large company, they have accounting and legal departments to aid the “creatives” with things like billing and the dreaded CONTRACT. Freelancers are not so lucky. A contract with your client is, unfortunately, an absolute necessity. We all want to believe that we are not the kind of people who would sue our clients, and we want to believe our product is so awesome that no one would ever want to sue us. But it happens, and not having a contract in place to protect your interests will put you at an immediate and distinct disadvantage in settlement negotiations -- or even at trial.
 
Todd Trivett is a litigation consultant who specializes in patent/copyright infringement and software failure cases. The majority of his cases center on disputes over the scope of the promised work. The key to avoiding such a case is getting the scope of the work defined in the contract document; or negotiating an agreed upon deliverable early in the project, then ensuring that any material changes are reflected in new or modified contract documentation.
 
A freelancer’s contract must protect his or her interests and eliminate “scope creep.” The contract needs to outline the scope of the job, the schedule of deliverables required of both parties, and the price.
 
Start with a statement that the contract is between you and “The Client” and include a brief description of the project. Include your name and contact information and the responsible party’s name and contact info.
 
1) The Scope
List features of the Web site or program so that everyone involved is clear about what the end product will and won’t do. If the client is asking for a lesser version of a feature, put it in the contract. Be sure to include how many changes the client is allowed and how much support (in days, weeks, months) is included. You can’t be responsible for a product’s functionality forever. Operating systems and browsers change. You should be paid for keeping their product current, for a defined amount of time.
 
2) The Deliverables
The time frame of the project simply states how much time the project will take and the duration of the contract. Are you including any support or maintenance for the initial price? How much will that cost, if not? Include due dates for the deliverables FROM the client. It must be clear in the contract that the client is responsible for the project being on time, too. In my contracts, I just recently started stating the amount of time required to get the project from the approved state to the live state. Unfortunately, a live state is not always as easy as “turning it on.” (I actually had a client tell me to do just that.) I do not, however, put real dates on the contract. I use terms of time, usually in weeks; a certain part of the project will be completed once I receive the information from the client. I have found that if you give a client a date, he will try to hold you to that date even if he has not met his responsibilities.
 
3) The Price
Unfortunately for the freelancer, most clients are not comfortable agreeing to an hourly rate for the whole project. They have budgets to stick to, so you have to bid on projects by the job.
 

  • Put the agreed upon price in the contract. It’s way too easy for everyone to forget the agreed-upon price. Include how many revisions are free and the price per hour to complete additional changes. Include the terms of payment (“Payment is due 30 days after final revision.”).
  • Agree on an initial deposit. I despise having to ask for these, but I have been burned. Even if you are working with friends or family, it is good to get that deposit so that you don’t waste ANY of your precious time. Tell the clients the deposit protects them, too -- by securing you to the project so you don’t take on too much work to get their project completed on time.
  • A cancellation clause will protect both parties if the clients’ priorities change, they run out of money, or if the relationship is just not working out. The clause should state the financial obligations of both parties, should the project be terminated before completion.
 
4) The Signature
Both parties must sign. As part of the Uniform Electronic Transactions Act, an electronic signature -- “an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record” -- is acceptable. The important word there is “intent.” Most judges and juries will honor a signature if it is obvious that by typing their name, the parties are committing to the contract. Make sure any interim documents are labeled or watermarked clearly with “DRAFT.”
 
Remember, if it’s in the contract, everyone knows their roles and responsibilities. No guessing is required and neither party has to feel like the other is not holding up his or her end of the bargain.
 
Disclaimer: This article provides guidelines based on the author’s and sources’ experience and should not be considered legal advice. Please consult with an attorney to ensure your contractual documents comply with laws applicable to your engagements.


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Larissa Harris is a graphic designer, Web developer, and social media marketer. Read her blog, LarissaHarris.com; "like" her Facebook page; or follow her on Twitter
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