Show HN: Crowdsourced freelance contract template, written in plain language

I've seen this idea done a couple of times and it seems like the major problem with it is that while it probably works for small clients and impromptu projects, any client with a legal team is going to either reject it, or redline in so much legalese that the contract doesn't win you anything because you'll need legal review anyways.

I do most of our first-round contract review (we almost always end up getting things reviewed but once in awhile you get lucky and can accept a contract without it) and snags I've hit that this contract seems likely to hit:

* Doesn't establish independent contractor relationship

* Asks for no pre-approval on expenses

* Non-mutual indemnification

* The contract as written is assignable, so you can sign it and immediately sell the contract to someone else

There's probably a reason why Confidentiality agreements in normal contracts are a page long rather than just two sentences, too, but I don't know what that is.

I love that it's just a Google Doc though.

A few comments from my first quick skim, in appearance order.

If you need a good contract, don't be a dufus. Hire a lawyer who will ask questions and stand professionally accountable to you. I am doing neither here.

GitHub Link: GitHub can be good, but you really, really have to use Markdown, one paragraph per line, or at least another supported prose format, to get much collaborative benefit. You want good prose and word diffs.

Instructions: Listing out the blank placeholders first, with instructions to find-and-replace, is a neat approach. It pays to think about how form contracts will get handled.

Preamble: There's no need to spell out party names there, though it's traditional. If their info appears on the signature page, it's clear who's entering the contract. DRY.

Payment: I'm not quite sure which rate structure you have in mind, but it looks like an "x% up front" kind of thing, where the up-front payment is nonrefundable, and the balance is due on completion.

Expenses: I routinely advise clients to strike language authorizing contractors to incur and pass through whatever expenses they like. Reimbursement's usually limited to expenses set out in the contract/SOW, expenses preapproved by the client in writing, and possibly expenses below a threshold amount each, and an aggregate. On the latter think: "I'll reimburse you for expenses below $20 without approving first, but don't not more than $100 worth."

Invoices: Lawyers write additional payment obligations for late payment as interest, in order to avoid, first, courts reading the terms as penalties rather than agreed estimates of the damage late payment would cause, and therefore unenforceable, and second, to avoid usury laws that limit rates of interest.

I would be very surprised to learn that most contracts on this form actually complete on the scheduled invoice date. When contracts specify payment on completion, it usually goes: 1) contractor sends deliverables, 2) client accepts, or a deadline to accept or reject comes and goes, 3) contractor bills. Acceptance deadlines can be short. Depends on the work and the client.

Revisions: A fallback hourly rate can be a very good idea, depending on the work. Those interested should have a look at the form packet AIGA published for design contractors. I could improve on specific language in that packet, but its substantive coverage is good for many solo and small-studio designers I know.

Ownership: I would definitely advise being more explicit. In general, copyrights move from authors to clients in two ways: assignment and "work made for hire". Since not all copyrighted work can be "work made for hire", it's a good idea to spell out the mechanisms by which everything goes over. Also, beware of California work made for hire statutes tying to employee status:

https://writing.kemitchell.com/2018/05/31/California-Work-Ma...

That being said, under our new California ABC test, I'm not sure who isn't arguably an employee. But I digress.

And that's just copyrights. Clients want patents covered, too.

Authorship: I would rename this "Portfolio Use" or similar, and also make it more explicit. Again, I believe AIGA covers this.

Confidentiality and Nondisclosure: Either "Confidentiality" or "Nondisclosure" would suffice. I'm all for short, pithy NDAs. But I don't think this is a very good one. A marking requirement gives a lot of clarity, but very few companies actually do that. NDA obligations typically don't survive perpetually.

I'd put a term in saying that the client and contractor will sign an NDA on a separate, standard form. Plug: https://nda.cantingtribe.com.

Non-Solicitation: Stated too broadly. And probably unnecessary, for freelancers working for companies.

Representations: The rep included is common, but also kind of pointless. What happens if the side signing doesn't have authority to contract?

The key reps in freelance design, software, and other creative contracts cover IP. Specifically, that's where contractors typically guarantee that they aren't plagiarizing others' work, or including outside material they haven't the rights to license.

Term and Termination: Seven days is short, but termination at will is common. It's not clear how to calculate fees pro rata, given the x% up-front payment. If the client terminates the freelancer because they're terrible, does the client have to pay them more money? Only if they're >x% into the scheduled length of the contract?

Limitation of Liability: As I mentioned about reps above, deliverables usually do come with explicit reps. However, the terms usually disclaim reps not in the contract itself, like reps implied by law, by default. Damages cap at fees paid is typical.

Indemnity: The Client indemnifies the Contractor for the Contractor's work??? Typically, Contractor would indemnify Client, for damages related to breach of IP reps and employee reclassification, and perhaps others. Client might indemnify Contractor for providing materials for use in deliverables that create IP or other issues.

I have not commented on terms that I think this form is missing. Cost-benefit of including more terms to head off more kinds of potential issues differs by contractor and client, and definitely tends shorter for smaller parties and smaller dollar amounts. But this feels a bit lean to me, for just about anybody.

Obligatory Segura ref: https://m.signalvnoise.com/my-kind-of-contract-e7327e98e3ea

You get what you pay for :-)

Thanks for great comments!

The Stopping Work section wasn't meant to give contractors the right to stop. If the client materially breaches the contract by not paying, they can get out of their own obligations. I added Stopping Work mostly because it comes up a lot, so it's nice to have terms in the contract, rather than background law, to point to. But also so I'd have a place for the deadline-postponement and fees-keep-adding-up terms. Those don't go without saying.

I hear you on Conflicts. There's no escape valve in the section for contractors who do often work for competing interests. I might look into adding a mechanism there, so the contractor can write in the names of competing clients for preclearance, that gets signed as part of the contract.

Your toint on subcontracting is well taken, but note that Personnel allows statements of work to override the contractor's ability to use employees and contractors at will. When folks use the form as individual contractors, or when clients use it to hire specific people at firms or studios, the SOW can specify a named individual, and prohibit subcontracting.