# Example: Freelance Agreement Generation This example shows a complete conversation generating a contractor agreement for a web development project with custom terms. --- ## The Conversation **User:** I need a freelance agreement for a developer I'm hiring to build a mobile app. Fixed price $12,000, three milestones, she needs access to our codebase so include confidentiality. Her name is Priya Sharma and she's based in Seattle. **Agent:** Great, I have your business details from your profile. Let me confirm the specifics: 1. **Contractor:** Priya Sharma, Seattle, WA — do you have her full address or is city/state sufficient? 2. **Project:** Mobile app development — can you give me a one-liner on what the app does? 3. **Three milestones at $4,000 each**, or different amounts? 4. **Timeline:** Any hard deadline for the project? 5. **IP ownership:** Your profile says "All work product assigned to Company" — that work for this project? 6. **Non-compete/non-solicit:** Your default is 12 months direct solicitation. Want to include that? **User:** City/state is fine. It's a customer loyalty app for our retail clients. $4k per milestone works. Deadline is June 30. Yes on IP. Yes on non-solicit but keep it reasonable — just our clients she works with. **Agent:** Here's your freelance agreement: --- ## INDEPENDENT CONTRACTOR AGREEMENT **Effective Date:** March 11, 2026 **Between:** **Bright Pixel LLC** ("Company") 123 Main St, Suite 4, Denver, CO 80202 Contact: Jordan Rivera, Managing Member Email: jordan@brightpixel.io **Priya Sharma** ("Contractor") Seattle, Washington ### RECITALS WHEREAS, Company desires to engage Contractor to perform certain mobile application development services; and WHEREAS, Contractor represents that she has the skills, experience, and qualifications to perform such services; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties agree as follows: ### 1. SCOPE OF WORK Contractor shall design, develop, and deliver a customer loyalty mobile application for Company's retail clients (the "Project"), including the following deliverables: **Milestone 1 — Design & Architecture (Due: April 15, 2026)** - UI/UX wireframes and design mockups - Technical architecture document - Database schema and API specifications - Development environment setup **Milestone 2 — Core Development (Due: May 20, 2026)** - User registration and authentication - Loyalty points tracking and redemption system - Push notification integration - Admin dashboard for client management **Milestone 3 — Testing & Launch (Due: June 30, 2026)** - Quality assurance and bug fixes - App store submission preparation (iOS and Android) - Deployment documentation - 30-day post-launch bug fix support Contractor shall perform the Services in a professional and workmanlike manner consistent with industry standards. > **What this means:** This section defines exactly what Priya is building and when each phase is due. Having specific deliverables per milestone protects you — she gets paid for work delivered, not just time spent. ### 2. COMPENSATION AND PAYMENT (a) **Total Compensation:** $12,000.00 USD, payable in three milestone payments: | Milestone | Amount | Due Upon | |-----------|--------|----------| | Milestone 1 | $4,000.00 | Acceptance of Milestone 1 deliverables | | Milestone 2 | $4,000.00 | Acceptance of Milestone 2 deliverables | | Milestone 3 | $4,000.00 | Acceptance of Milestone 3 deliverables | (b) **Payment Terms:** Company shall pay each milestone payment within Net 30 of Company's written acceptance of the milestone deliverables. Acceptance shall not be unreasonably withheld. (c) **Late Payment:** Overdue payments shall accrue interest at a rate of 1.5% per month. (d) **Expenses:** Contractor is responsible for all expenses incurred in performing the Services, including hardware, software, and internet access. Any expenses requiring Company reimbursement must be pre-approved in writing. (e) **Taxes:** Contractor is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement. > **What this means:** Priya gets $4,000 after you approve each milestone. You have Net 30 to pay after approval. She handles her own taxes (she's a contractor, not an employee). No surprise expenses — anything she wants reimbursed needs your written OK first. ### 3. TERM AND TERMINATION (a) **Term:** This Agreement begins on the Effective Date and continues until the completion of all Services or June 30, 2026, whichever occurs first. (b) **Termination for Convenience:** Either party may terminate this Agreement with 15 days' written notice. Upon termination by Company, Company shall pay for all completed and accepted milestones plus a pro-rata portion of any in-progress milestone based on work completed. (c) **Termination for Cause:** Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within 10 days of receiving written notice. (d) **Effect of Termination:** Upon termination, Contractor shall deliver all completed work product to Company and return all Company materials. Sections 5 (IP), 6 (Confidentiality), 7 (Non-Solicitation), 9 (Indemnification), and 10 (Limitation of Liability) shall survive termination. > **What this means:** Either side can walk away with 15 days' notice. If you end the project early, you pay for finished milestones and a fair share of work in progress. If she disappears or does bad work, you can terminate immediately after giving her 10 days to fix the problem. The important clauses (IP, confidentiality, etc.) survive even after the contract ends. ### 4. INDEPENDENT CONTRACTOR STATUS (a) Contractor is an independent contractor and not an employee, agent, or partner of Company. Nothing in this Agreement creates an employment relationship. (b) Contractor shall have no authority to bind Company or incur obligations on Company's behalf. (c) Contractor is responsible for providing her own tools, equipment, and workspace. Contractor determines the manner and means of performing the Services, subject to the deliverable requirements and deadlines herein. (d) Company shall not provide Contractor with employee benefits, including health insurance, retirement benefits, or paid time off. > **What this means:** Priya is a freelancer, not an employee. She works her own hours, uses her own equipment, and handles her own taxes and benefits. This is important for keeping the IRS from reclassifying her as an employee, which would create tax liability for your company. ### 5. INTELLECTUAL PROPERTY (a) **Work Product Assignment:** All work product, deliverables, inventions, designs, code, documentation, and other materials created by Contractor in the performance of this Agreement (collectively, "Work Product") shall be considered "work made for hire" under applicable copyright law. To the extent any Work Product does not qualify as work made for hire, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to the Work Product, including all copyrights, patents, trade secrets, and other intellectual property rights. (b) **Further Assurances:** Contractor shall execute any documents and take any actions reasonably requested by Company to evidence or perfect Company's ownership of the Work Product. (c) **Pre-Existing IP:** Contractor retains ownership of any pre-existing intellectual property she brings to the Project ("Contractor IP"). To the extent Contractor IP is incorporated into the Work Product, Contractor grants Company a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and distribute such Contractor IP as part of the Work Product. (d) **Representations:** Contractor represents that the Work Product will be original and will not infringe upon the intellectual property rights of any third party. > **What this means:** You own everything Priya creates for this project — the code, the designs, all of it. If she uses any of her own pre-existing code or tools in the app, you get a permanent license to use that code as part of your app (but she still owns the original). She promises the work is original and doesn't copy anyone else's stuff. ### 6. CONFIDENTIALITY (a) **Confidential Information:** In connection with this Agreement, Company may disclose to Contractor certain confidential information, including but not limited to source code, architecture, client data, business plans, and proprietary methodologies ("Confidential Information"). (b) **Obligations:** Contractor shall: (i) maintain all Confidential Information in strict confidence; (ii) not disclose Confidential Information to any third party; (iii) use Confidential Information solely for performing the Services under this Agreement; (iv) protect Confidential Information with no less than reasonable care. (c) **Codebase Access:** Company shall grant Contractor access to Company's code repositories solely for the purpose of performing the Services. Contractor shall not copy, distribute, or retain any Company code beyond what is necessary for the Project. Upon termination, Contractor shall delete all local copies of Company code and certify such deletion in writing. (d) **Duration:** Confidentiality obligations shall survive termination of this Agreement for a period of two (2) years. (e) **Exclusions:** Obligations do not apply to information that is publicly available, independently developed, or received from a third party without restriction. > **What this means:** Since Priya will have access to your codebase, this section is critical. She can't share your code, copy it for other projects, or keep it after the project ends. She must delete all local copies when the contract is done and confirm she did so in writing. These obligations last 2 years after the contract ends. ### 7. NON-SOLICITATION For a period of twelve (12) months following the termination or expiration of this Agreement, Contractor shall not directly solicit, divert, or attempt to solicit or divert business from any of Company's clients with whom Contractor had material contact during the performance of Services under this Agreement. > **What this means:** For 12 months after the project ends, Priya can't go after your retail clients that she worked with on this app. She can work with other businesses freely — this only covers the specific clients she interacted with through your project. ### 8. REPRESENTATIONS AND WARRANTIES Contractor represents and warrants that: (a) She has the right and authority to enter into this Agreement; (b) The Services will be performed in a professional manner consistent with industry standards; (c) The Work Product will be free from material defects for a period of 30 days following final delivery; (d) The Work Product will not infringe upon the intellectual property rights of any third party; (e) She is not subject to any agreement that would prevent her from performing the Services or assigning the Work Product. ### 9. INDEMNIFICATION Contractor shall indemnify and hold harmless Company from any third-party claims arising from (a) Contractor's breach of this Agreement, (b) Contractor's negligence or willful misconduct, or (c) any claim that the Work Product infringes a third party's intellectual property rights. Company shall indemnify and hold harmless Contractor from any third-party claims arising from Company's use of the Work Product in a manner not contemplated by this Agreement. > **What this means:** If someone sues your company because Priya's code copied someone else's work, she covers your legal costs. If someone sues Priya because of how you used the app (in some way she didn't anticipate), you cover hers. It's mutual — both sides have skin in the game. ### 10. LIMITATION OF LIABILITY Neither party's aggregate liability under this Agreement shall exceed the total compensation paid or payable under this Agreement ($12,000). In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages, regardless of the theory of liability. > **What this means:** The most either side can owe the other is $12,000 (the contract value). Neither side can sue for speculative or indirect losses like "lost profits" or "damage to reputation." This protects both of you from outsized claims. ### 11. GOVERNING LAW AND DISPUTE RESOLUTION (a) This Agreement shall be governed by the laws of the State of Colorado. (b) Any dispute arising under this Agreement shall first be submitted to good-faith mediation. If mediation fails to resolve the dispute within 30 days, either party may pursue litigation in the state or federal courts located in Denver, Colorado. > **What this means:** Colorado law applies. If there's a dispute, you try mediation first (cheaper and faster than court). If mediation doesn't work, you go to court in Denver — which is convenient for you since you're based there. ### 12. GENERAL PROVISIONS (a) **Entire Agreement:** This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements. (b) **Amendments:** No modification shall be effective unless in writing and signed by both parties. (c) **Severability:** If any provision is found unenforceable, the remaining provisions remain in full force and effect. (d) **Notices:** All notices shall be in writing and sent to the addresses listed above, or to such other address as a party may designate in writing. (e) **Waiver:** The failure of either party to enforce any provision shall not constitute a waiver of that provision or the right to enforce it later. ### SIGNATURES **BRIGHT PIXEL LLC** _______________________________ Jordan Rivera, Managing Member Date: _______________ **CONTRACTOR** _______________________________ Priya Sharma Date: _______________ --- DISCLAIMER: This document was generated by Legal Docs Pro for informational purposes only. It is not a substitute for professional legal advice. Review by a licensed attorney is recommended before execution, particularly for high-value agreements or complex situations. Generated: March 11, 2026 | Jurisdiction: State of Colorado --- **Agent:** Here's a summary of the key terms: - **$12,000 total** paid across 3 milestones — you only pay for accepted work - **June 30 deadline** with intermediate milestones in April and May - **You own all the code** and IP she creates - **Confidentiality covers codebase access** — she must delete local copies when done - **Non-solicit is limited** to your specific clients she works with, for 12 months - **Mediation before litigation** if there's a dispute - **$12,000 liability cap** protects both sides Anything you want to adjust? Common tweaks: different milestone splits, stricter non-compete, or adding a non-disclosure penalty clause.