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

Unrelated to the contract itself but that's probably a couple more call to action buttons than needed.

The issue comes up under several kinds of state and federal law. All of the inquiries are pretty fuzzy. None of them turn on what contracts say, but rather the facts of the working situation.

Most US lawyers advise reciting independent-contractor status, anyway. Some forms include obligations to comply with tax laws in accordance with that characterization. Some go even further, and have contractor indemnify client for wage, benefit, and other reclassification-related claims by putative subs.

Where reclassification is particularly risky, lawyers will often include recitals that go to the relevant factors, like independence, self-direction, use of own equipment, and so on. Intuition says that language may be stronger when they it speaks in terms of the specific work to be done, rather than generic features of a generic independent-contractor agreement.

Corporate lawyer here.[1] There actually isn't too much in this that I would object to if this came across my desk… except the indemnity clause. It’s so broad I would imagine any lawyer worth their salt would request at least specifying the scope of the indemnification. Even knowing it likely won’t be executed as-written I would still suggest you consider adding:

> The Client agrees to indemnify, save, hold harmless and defend[2] the Contractor from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party (including reasonable attorneys’ fees and expenses)[3] as a result of the work the Contractor has done under this Contract.

(Without the explanatory footnotes, of course.)

The non-solicitation clause also sticks out to me because it seems a bit odd. I’ve never come across something like this in an agreement with a freelancer and I think I would be suspicious if someone tried to include this in an agreement. Are they going to try to poach my people as soon as the contract ends? I think it’s better to just leave it out - I can’t imagine many corporate attorneys would look for this specific clause, let alone insist it’s included. I don't work in Silicon Valley though so it might be different there.

Finally, this one is nit-picky, but it looks like you have a duplicate “is” in the second sentence of the agreement. (It’s captured in the screenshot on your site, too.)

[1] That means I've never given an agreement back to a contractor without redlining it – we just can’t help ourselves!

[2] Indemnification typically occurs after the matter is settled. That means if the Contractor gets sued for the work done the Contractor would foot all the legal bills and once the proceedings are complete the Client would cut a check to the Contractor for the costs incurred. Most freelancers don’t have the deep pockets their clients do so that could put them in a precarious financial position. Adding the duty to defend here means the Client would have to actively fund the Contractor’s defense of the claim, not just reimburse it. In some states this is assumed to be part of the indemnification but in others it must be specifically included in the agreement.

[3] Likewise, in some states attorneys’ fees are not considered part of the indemnification unless expressly stated and whether or not litigation expenses such as e-discovery or an expert witness are covered is still debated so it's best practice to clearly include them.

> If you google "how do I write my own contract" you go down a rabbit hole of impossible to reconcile contradictions and absurdity.

I find legal drafting and programming to be remarkably similar. And I think you get the same rabbit holes when googling either way, but when you're developing the feedback you get for the "solution" you found on Google is almost immediate. The function either works as you expected or it doesn't. When you're drafting an agreement you might not find out that the snippet of legalese you found worked in a way you hadn't anticipated for years, or decades later, if ever.

There's also the added complication that the law is constantly changing. When you're developing you know you're using Language X v10. And when the meaning of a reserved word needs to change, everyone upgrades to v11. We can't (yet!) update all of our contracts every time a court ruling calls the interpretation of a clause into question. Add to that the complication that sometimes the courts don't even agree on the interpretation of something for years. It's as though a team of programmers are all working on the same project without a GitHub repo.

Source: Lawyer who codes.

> I blame you.

Entirely warranted. We're nothing but an expensive headache to everyone on both sides of the table.