Freelance Contract Decision on Advice

[william232]

Hi Guys,

i have a friend who has offered me some free advice on a webdesign contract as i have given them like a free web design contract template i found off the net and they qouted me back saything the following

1. Under the “expenses” heading, how are you to be reimbursed? Immediately upon demand/Upon receipt of evidence of such expenditure being given to the Client?
2. References in the agreement to costs and expenses should be a reference to damages, costs and expenses (including legal fees on a solicitor/client basis).
3. Under the “permissions and releases” heading, you need to include being indemnified for alleged intellectual property infringement.
4. Under the “termination” heading, refer to “the Agreement” being terminated at the end of line 2. Also, the reference to expenses incurred by the Consultant need the words “to the Consultant immediately upon demand by the Consultant” added. The reference to “collection of legal fees” needs to be “legal fees and any other costs and/or expenses incurred by the Consultant”.
5. The agreement needs to be in accordance with the laws of “New Zealand”.
6. Other clauses that could be added to give certainty are:
a. A clause clarifying that you will be reliant upon the accuracy of all information and instructions you receive from the Client and you shall be indemnified from any damages, costs and expenses (including legal fees on a s/c basis) for any incorrect or inaccurate information and/or instruction.
b. Whether you give the Client a non-exclusive licence to use any coding, etc, that you use in the website.
c. If the Client is a company, a personal guarantee from the signatory(ies).
d. Do you want the ability to charge interest on any late payments? What happens if the Client doesn’t pay you as per the terms of the agreement?
e. A dispute resolution clause is recommended.
f. You should add a force majeure clause whereby neither party shall be liable to the other for non-performance due to any matter beyond the reasonable control of the other, i.e. server being down so you can’t complete the work due to an EQ.
7. Whether you want a “no assignment” clause added whereby the Client cannot assign its interest in the agreement to any other party.
h. Whether you want a “no waiver” clause added whereby just because you haven’t enforced a right or remedy under the clause, this shall not prejudice you enforcing that right or remedy at your will.
i. Whether you want an “entire agreement” clause whereby the parties agree that the terms of the agreement shall form the entire agreement between the parties and supersedes any previous or other arrangement.

What would be normal in the above situations? for a freelancer what would you guys do with the following questions that a lawyer ask.
Any help would be good

Thanks,William

[shadowbox]

If your friend is qualified to give this advice, I'd go with whatever he suggests. It all sounds like the type of stuff you'd expect to have in a contract, and no doubt all his suggestions are particular suitable for New Zealand.

[william232]

What is like the above

1. Under the “expenses” heading, how are you to be reimbursed? Immediately upon demand/Upon receipt of evidence of such expenditure being given to the Client?

What would that mean i get the receipt and and send invoice with a copy of receipt attached to it to the client?

2.References in the agreement to costs and expenses should be a reference to damages, costs and expenses (including legal fees on a solicitor/client basis).

How should i word it so it can include the costs in it?

3. Do you want the ability to charge interest on any late payments? What happens if the Client doesn’t pay you as per the terms of the agreement?

Should i charge interests if client doesnt pay me on time i am also thinking of getting a 5% if they pay me earlier than than the invoice due date

4.What would a A dispute resolution clause would be consited off?

As well as 7H and 7I

How should i go about wording these

7. Whether you want a “no assignment” clause added whereby the Client cannot assign its interest in the agreement to any other party.
h. Whether you want a “no waiver” clause added whereby just because you haven’t enforced a right or remedy under the clause, this shall not prejudice you enforcing that right or remedy at your will.
i. Whether you want an “entire agreement” clause whereby the parties agree that the terms of the agreement shall form the entire agreement between the parties and supersedes any previous or other arrangement.

Would anyone recommend on what i should say on those?

Thanks,Guys

[Sagewing]

Usually I don't like the 'see an attorney' knee-jerk response to legal questions, but in this case it really applies to you. The reason I say this is because the recommendations that you have been given are fairly standard things to find in a contract, especially things like dispute resolution and entire agreement language. Your questions, however, aren't really about the specifics of those things as they pertain to your contract. You seem to be new to these concepts and need some guidance about what they mean and what your contract should include.

So, writing your agreement on your own seems risky. At the very least, buy a book and learn the concepts if you are going to be your own lawyer!

[william232]

Yea i have spoken to my Friend who is a lawyer just waiting a reply.

[jdog]

Hi William,

Dave Lane has shared his company contract a while back on the NZPHPUG mailing list on Google Groups. It is very close to my own contract, which has been drafted by my lawyer. I am not a lawyer, but it seems that just taking that contract would put you into a better position than constructing your own one.

Hope this helps,

Jochen