Freelance agreement: contract template

Good to know

• Article 1 : Add links to the Client's own Code of Conduct and Mission and Vision.
• Parties : keep whichever Freelancer option applies (individual or company) and delete the other, along with the "OR" between them.
• Article 10 : Link to the entity's own Privacy Statement.

Agreement text

• ORGANIZATION LEGAL NAME , located at ORGANIZATION ADDRESS , the Netherlands, with the trade register of the Chamber of Commerce under number ORGANIZATION KVK NUMBER , represented by CLIENT REPRESENTATIVE NAME , hereinafter referred to as 'Client'; and
• FREELANCER NAME , born on FREELANCER'S DATE OF BIRTH , residing at FREELANCER'S ADDRESS , hereinafter referred to as 'Freelancer',

• FREELANCER COMPANY NAME , registered in the Chamber of Commerce under number FREELANCER KVK NUMBER , represented by FREELANCER REPRESENTATIVE NAME , hereinafter referred to as 'Freelancer',

Article 1: The assignment

The Client grants an assignment to the Freelancer, and the Freelancer accepts the Client's assignment, to perform the following work: ASSIGNMENT DESCRIPTION ('Assignment'). The official title that the Freelancer may bear during the period of the Assignment is POSITION TITLE .
Subject to the provisions of Article 1.3 of this agreement, the Freelancer is free to organise and execute the Assignment at their own discretion.
The Freelancer is obligated to personally execute the Assignment. The Client shall provide the Freelancer with all authority and information necessary for the proper execution of the assignment.
The Freelancer shall begin the Assignment on START DATE , and shall strive to complete the Assignment by END DATE , at the latest.
The Freelancer will act in accordance with the Client's Code of Conduct and Mission and Vision while performing duties for or on behalf of the Client.

Article 2: Compensation

For the execution of the Assignment, the Freelancer will receive a compensation of €0,000.00 per month from the Client, excluding VAT, hereinafter referred to as 'Compensation'.
Freelancer will keep track of their hours by documenting the tasks or projects worked on and provide that report attached to their monthly invoice.
Freelancer will be compensated for all hours worked, to a maximum of X hours per week, and will strive to work a minimum of X hours per week.
The Freelancer is additionally entitled to charge the travel expenses incurred, upon submission of proof of the expenses incurred.
Payment of the Compensation will take place on a monthly basis.
In the event that this agreement is determined to constitute an employment contract from a tax or social security law perspective, the Compensation shall be considered as the gross salary, including vacation allowance.

Article 3: Duration

This agreement is entered into for the duration of the Assignment.
Except as provided in Article 8 of this agreement, early termination of this agreement is not possible.

Article 4: Confidentiality

Except as required by law, the Parties are prohibited from disclosing or otherwise making available to third parties any non-public information related to any aspect of the other Party without prior written consent from the other Party, during the term of this agreement and after its termination. The previous sentence does not affect the possibility of providing certain non-public information related to any aspect of the other Party in the context of the execution of this agreement.

Article 5: Business Assets

Upon completion or termination of the Assignment, the Freelancer shall delete or return all Client data from any devices used in the execution of the Assignment, ensuring that no Client data is retained by the Freelancer. Business assets, as well as all correspondence, notes, drawings, etc., related to the business affairs of the Client, shall be returned by the Freelancer to the Client upon termination of this agreement.
The Freelancer must immediately report any theft or loss of any items or documents related to their job function provided by the Client or used by the Freelancer in their job function, including but not limited to documents, phones, laptops, keys, passes, login credentials, data storage devices such as USB sticks, and external hard drives, as soon as the loss or theft is discovered.
The Freelancer is also required to report immediately to the Client if they discover a virus, Trojan, or other malware on any computer, laptop, tablet, phone, or other device provided by the Client or used by the Freelancer in their job function.

Article 6: Intellectual Property

All intellectual property rights, including but not limited to copyrights, design rights, and related rights, resulting from the work performed by the Freelancer under this Agreement are transferred to the Client upon creation. The Client holds exclusive rights to use, modify, and distribute any work created by the Freelancer under this Agreement.
The Client may, at its discretion, seek protection of these intellectual property rights, such as by registering patents, models, or drawings, both nationally and internationally.
To the extent permitted by law, the Freelancer gives up any personal rights over the work created under this Agreement. This means the Client can modify, adapt, or use the work as needed, without asking for the Freelancer's further permission.
The Freelancer agrees to assist and cooperate with the Client, at the Client's expense, in executing any documents or taking any actions necessary to secure these rights in the Client's name.
The Freelancer confirms that all compensation received under this Agreement includes reasonable consideration for the transfer of intellectual property rights to the Client.
During and after the term of this Agreement, the Freelancer may not reproduce, publish, or exploit the work created under this Agreement without the Client's prior written consent.

Article 7: Indemnity

Each Party indemnifies the other against third-party claims to the extent arising from that Party's breach of this Agreement, infringement of third-party IP, or willful misconduct. Each Party's total aggregate liability under this Agreement is capped at the greater of (i) the amounts paid or payable to the Freelancer under this Agreement in the preceding 6 months, or (ii) €10,000.

Article 8: Termination

Each Party is entitled to terminate this agreement with immediate effect if:
A Party provides written notice of termination at least 40 working days in advance.
The other Party fails to fulfil its obligations under this Agreement, and, in the case of a remediable breach, fails to remedy the breach within 20 (twenty) days after receiving a written request from the other Party.
A Party is granted a suspension of payments or is declared bankrupt; and/or
A Party transfers its rights and obligations under this agreement or ceases its activities.

Article 9: Jurisdiction

Dutch law applies to this agreement.
All disputes arising from or related to this agreement shall be exclusively resolved by the court in Amsterdam, Netherlands, as the first instance.

Article 10: Final provisions

The Freelancer acknowledges and agrees to comply with the Agreement and company regulations of the Client, as amended from time to time.
The Client processes the personal data of the Freelancer in accordance with the Privacy Statement for the execution of the Agreement, such as maintaining a personnel file, process Compensation, and the Client will share personal data with affiliated companies if necessary.
Invalidity of one or more provisions of the Freelance Agreement does not lead to the invalidity of the remaining provisions of this agreement but obligates the Parties to consult with each other to replace the invalid provision with a valid one.