8 APRIL 2020 • 4 MIN READ
A Freelancer/Independent Contractor Agreement, in its most basic form, looks to assign a task or tasks to a person or entity which is external to the company or organisation. For example, outsourcing online advertising or social media campaigns, blog writing, website design, logo creation or the like.
In this blog, we evaluate some of the key concepts and clauses that should be included in all Freelancer/Independent Contractor Agreements, and provide some background on why these are important.
If you would like to go directly to our shop and purchase our automated Freelancer/Independent Contractor Agreement, click below:
It is important that the contractor and the principle are recorded as being two parties independent of each other. As such, the contents of the Freelancer/Independent Contractor Agreement should state that the contractor is not an employee of the principle, and as such, their relationship is not subject to the employment laws of South Africa, such as the Basic Conditions of Employment Act.
This is important for a number of reasons, some of which are given below:
The duration and time of the engagement should be agreed to. This might, for example, be for a specified number of weeks or months, a specified project, or an indefinite period.
Hand-in-hand with the above should be how, and in what circumstances, a party to the contract may terminate it. For example, the contract may specify that either party may terminate on one month’s notice to the other, or a party may only terminate on the occurrence of a certain event, or not at all, but rather only terminate upon the expiration of the agreement.
The contract should clearly set out the roles and responsibilities of the respective parties.
In relation to the principle, this will normally entail what fees need to be paid to the contractor, and when those fees need to be paid.
With regard to the contractor, the exact nature and extent of the services that the contractor is to provide should be recorded, along with time frames for delivery. This will allow for easy and objective metrics with which to measure the service levels and performance of the contractor, and to hold them accountable.
Naturally, both parties would like to prevent any of their own trade secrets and confidential information from being copied, reverse engineered or disclosed by the other party. As an independent contractor will most likely have a number of clients, some of which might be competitors to the principle, this is especially important for the principle to protect.
A vast majority of intellectual property, including inventions, product designs, creative works etc, may be created by contractors.
Unlike an employment relationship, by default, intellectual property, such as copyrights, which are created by a contractor are owned by that contractor.
As such, given the nature of the work, it is very important to ensure that any and all intellectual property that is created by the contractor for your use, is transferred to and is owned by you.
To the extent that your Freelancer/Independent Contractor Agreement does not contain an intellectual property assignment clause, we recommend that, at least for works which comprise copyrights, a separate copyright assignment agreement be entered into.
For more information on Copyright Assignment Agreements, and why you need one, please read here.
Apart from the above, all Freelancer/Independent Contractor Agreements should contain standard boilerplate clauses (or standard clauses) which are included to ensure certainty and prevent ambiguity.
These clauses would include, for example:
At Hello Contract, we have taken into account all of the above considerations so that you can create a version of a Freelancer/Independent Contractor Agreement that is perfectly suited to your needs, which is available here.
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15 APRIL 2020 • 10 MIN READ
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