Contracts template

Freelance Contract (for IT & Creative Work)

FREELANCE / INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (this "Agreement") is made at [CITY], Pakistan on this [DAY] day of [MONTH], [YEAR] (the "Effective Date")

BY AND BETWEEN

[CLIENT LEGAL NAME], a [sole proprietorship / partnership firm / company incorporated under the Companies Act, 2017] / an individual holding CNIC [NUMBER], having its address at [CLIENT ADDRESS] (hereinafter the "Client") of the ONE PART;

AND

[CONTRACTOR FULL NAME], an independent contractor, son/daughter of [FATHER'S NAME], CNIC No. [CNIC], NTN [NUMBER if any], resident of [CONTRACTOR ADDRESS] (hereinafter the "Contractor") of the OTHER PART.

The Client and the Contractor are referred to individually as a "Party" and collectively as the "Parties".

RECITALS

A. The Client wishes to engage the Contractor to provide certain services on a non-employment, independent basis.
B. The Contractor carries on business on his/her own account and has agreed to provide the services on the terms below.

NOW THEREFORE the Parties agree as follows:

1. DEFINITIONS
1.1 "Services" means the services described in Schedule 1.
1.2 "Deliverables" means the work product to be delivered by the Contractor as described in Schedule 1.
1.3 "Fees" means the amounts payable to the Contractor under Clause 5 and Schedule 1.

2. ENGAGEMENT AND INDEPENDENT STATUS
2.1 The Client engages the Contractor to provide the Services, and the Contractor accepts the engagement, on the terms of this Agreement.
2.2 The Contractor is an independent contractor and not an employee, agent, partner or joint venturer of the Client. Nothing in this Agreement creates an employment relationship. The Contractor is not entitled to any employee benefits, leave, gratuity, social security or notice-of-termination protection applicable to employees.
2.3 The Contractor is responsible for his/her own income tax, registration and statutory contributions in respect of the Fees, and shall indemnify the Client against any claim that the relationship is one of employment to the extent arising from the Contractor's own representations.
2.4 The Contractor shall determine the manner and means of performing the Services, may provide services to other clients (subject to Clause 8), and shall provide his/her own tools and equipment unless Schedule 1 states otherwise.

3. SCOPE OF SERVICES
3.1 The Contractor shall perform the Services described in Schedule 1 with reasonable skill, care and diligence and in a professional manner, and shall deliver the Deliverables by the agreed dates.
3.2 Any work outside the scope in Schedule 1 shall be agreed in writing, including its impact on Fees and timeline, before it is performed.

4. TERM
4.1 This Agreement commences on the Effective Date and continues [until completion of the Services / for a fixed term of [PERIOD] / on a rolling basis] unless terminated earlier under Clause 11.

5. FEES AND PAYMENT
5.1 The Client shall pay the Contractor [a fixed fee of PKR [AMOUNT] / PKR [RATE] per [hour/day/milestone]] as set out in Schedule 1.
5.2 The Contractor shall invoice the Client [on completion / at the milestones / monthly]. Each undisputed invoice is payable within [NUMBER] days by [bank transfer / other method].
5.3 Fees are [inclusive / exclusive] of applicable sales tax on services. The Client may withhold income tax at source where required under the Income Tax Ordinance, 2001 and shall provide the Contractor with the prescribed withholding tax certificate.
5.4 Unless agreed, the Client shall reimburse only pre-approved, reasonable and documented expenses.
5.5 The Client may withhold payment of any amount disputed in good faith, provided it pays the undisputed balance and notifies the dispute promptly.

6. CLIENT OBLIGATIONS
6.1 The Client shall provide the Contractor with timely access to information, materials, approvals and personnel reasonably required to perform the Services. The Contractor is not liable for delay caused by the Client's failure to do so.

7. INTELLECTUAL PROPERTY
7.1 Subject to full payment of the Fees for the relevant Deliverables, all intellectual property rights in the Deliverables created by the Contractor specifically for the Client under this Agreement shall vest in the Client, and the Contractor hereby assigns such rights to the Client and waives any moral rights to the extent permitted by law.
7.2 Until full payment, all such rights remain with the Contractor.
7.3 The Contractor retains ownership of any pre-existing materials, tools and know-how, and grants the Client a non-exclusive licence to use such pre-existing materials only to the extent embedded in and necessary to use the Deliverables.
7.4 The Contractor warrants that the Deliverables are original and do not infringe any third party's intellectual property rights.

8. CONFIDENTIALITY AND NON-SOLICITATION
8.1 The Contractor shall keep all confidential information of the Client confidential, use it only to perform the Services, and return or destroy it on termination. This survives termination for [NUMBER] years.
8.2 During the engagement and for [NUMBER] months thereafter, the Contractor shall not solicit any employee or customer of the Client with whom the Contractor dealt, to the extent such restraint is a reasonable and lawful protection of the Client's legitimate interests, the Parties acknowledging the limits on restraint of trade under the Contract Act, 1872.

9. WARRANTIES
9.1 The Contractor warrants that he/she has the right, skill and authority to provide the Services and that the Services and Deliverables will materially conform to Schedule 1.

10. INDEMNITY AND LIABILITY
10.1 The Contractor shall indemnify the Client against direct losses arising from the Contractor's breach of this Agreement, including any third-party IP-infringement claim relating to the Deliverables.
10.2 Save for the indemnity above, breach of confidentiality, and any liability that cannot lawfully be limited, neither Party is liable for indirect or consequential loss, and the Contractor's aggregate liability shall not exceed [the total Fees paid under this Agreement / PKR [AMOUNT]].

11. TERMINATION
11.1 Either Party may terminate on [NUMBER] days' written notice. The Client may terminate immediately on written notice for the Contractor's material breach not remedied within [NUMBER] days.
11.2 On termination, the Client shall pay the Contractor for Services properly performed and Deliverables accepted up to the termination date, and the Contractor shall deliver all work-in-progress and return Client property and confidential information.

12. FORCE MAJEURE
12.1 Neither Party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, provided prompt notice is given and the affected Party mitigates.

13. GOVERNING LAW AND JURISDICTION
13.1 This Agreement is governed by the laws of Pakistan, including the Contract Act, 1872. Subject to Clause 14, the courts at [CITY] have exclusive jurisdiction.

14. DISPUTE RESOLUTION
14.1 The Parties shall attempt amicable resolution within [NUMBER] days. Failing that, the dispute shall be finally resolved by arbitration by a sole arbitrator under the Arbitration Act, 1940, seat and venue [CITY].

15. GENERAL
15.1 Assignment. The Contractor shall not assign or subcontract without the Client's prior written consent; the Contractor remains responsible for any permitted subcontractor.
15.2 Notices. In writing to the addresses above.
15.3 Severability; Waiver; Entire Agreement; Counterparts apply as standard.

SCHEDULE 1 - SERVICES, DELIVERABLES, FEES
- Description of Services: [ ]
- Deliverables and milestones: [ ]
- Timeline / due dates: [ ]
- Fees and payment schedule: [ ]
- Expenses policy: [ ]
- Tools/equipment provided by Client (if any): [ ]

IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written.

For and on behalf of the CLIENT
Signature: ______________________
Name: [NAME]   Designation: [DESIGNATION]

CONTRACTOR
Signature: ______________________
Name: [CONTRACTOR NAME]   CNIC: [CNIC]

WITNESS 1
Signature: ______________________   Name: [NAME]   CNIC: [CNIC]

WITNESS 2
Signature: ______________________   Name: [NAME]   CNIC: [CNIC]