1.1 In this Agreement: "Business Day" means a day other than a Saturday, Sunday or public holiday in the place of the Party required to act; "Confidential Information" has the meaning given in clause 9; "Deliverables" means everything the Contractor delivers or is required to deliver under a Statement of Work; "Intellectual Property Rights" means patents, copyright and related rights, rights in software, databases, designs, trade marks, know-how and trade secrets, whether registered or not, and all similar rights anywhere in the world, including applications and renewals; "Milestone" means a stage of the Services with its Deliverables, due date and fee, as set out in a Statement of Work; "Platform" means the FreelanX platform and services; "Pre-existing Materials" means materials owned by or licensed to a Party before the date of this Agreement or created independently of it; "Services" means the services described in each Statement of Work; "Statement of Work" or "SOW" means a document agreed in writing under clause 3.

1.2 If an SOW conflicts with these terms, these terms prevail, except that the SOW prevails on scope, Deliverables, dates and fees. Headings do not affect interpretation. "Including" means "including without limitation".

2.1 This Agreement starts on [Start] and continues for [Duration] or, if later, until all Services under all SOWs are completed, unless terminated earlier under clause 14.

2.2 The Client is not obliged to offer, and the Contractor is not obliged to accept, any further work.

3.1 The Contractor shall provide the Services described in each SOW with the skill, care and diligence of a competent professional, in accordance with good industry practice and applicable law.

3.2 Each SOW sets out the scope, Deliverables, Milestones, acceptance criteria, fees and due dates. The first SOW concerns: [What the work is about].

3.3 A change to an SOW is binding only when both Parties have agreed it in writing (a change request), including its effect on fees and dates.

4.1 The Contractor is an independent contractor. Nothing in this Agreement creates a relationship of employment, worker status, partnership, agency or joint venture between the Parties.

4.2 The Contractor decides how, when and where the Services are performed, subject only to the agreed Deliverables and due dates and to the Client's reasonable security and access rules.

4.3 The Contractor may provide services to other clients during the term, provided it complies with clauses 9 and 10.

4.4 The Contractor may engage a suitably qualified substitute or subcontractor with the Client's prior written consent, which shall not be unreasonably withheld, provided the substitute is bound by obligations equivalent to this Agreement. The Contractor remains responsible for, and pays, any substitute or subcontractor.

4.5 The Contractor provides its own equipment, works on the Client's systems and environments where the Services require it, and bears its own business costs and risks, including correcting at its own cost Deliverables that do not meet the acceptance criteria.

4.6 The Contractor shall not hold itself out as an employee or representative of the Client, has no authority to bind the Client, receives no employee benefits and is not part of the Client's management structure.

4.7 The Contractor is solely responsible for its own taxes, social security contributions, registrations, licences and insurance. To the extent permitted by law, the Contractor shall indemnify the Client against any tax, social security contribution, interest or penalty assessed on the Client in respect of fees paid to the Contractor.

5.1 The Client shall pay the fees set out in each SOW: [Fees]. Fees are exclusive of VAT, GST or sales tax, which the Contractor shall add where it applies.

5.2 Payment through FreelanX. Where the Parties use the Platform, the Client funds the Milestones on the Platform [Funding on FreelanX]. FreelanX holds the funds and releases each Milestone to the Contractor when the Client approves it under clause 6. FreelanX fees apply as published by FreelanX at the date of each payment. The Contractor authorises FreelanX to issue, in the Contractor's name and on its behalf, the invoice for each released Milestone (billing mandate); the Contractor remains responsible for the accuracy of its details and for its tax obligations.

5.3 Payment outside the Platform. Otherwise, the Contractor invoices each Milestone after its approval and the Client pays each undisputed invoice within [30] days of receipt. Late payments bear interest and recovery costs as provided by applicable law.

5.4 Expenses are reimbursed only if approved in writing in advance and supported by receipts.

5.5 If the law requires the Client to withhold tax from a payment, the Client shall withhold only the amount required, pay it to the competent authority and give the Contractor proof of payment. The Parties shall cooperate to apply any available tax treaty relief.

6.1 The Contractor submits each Milestone with its Deliverables. The Client reviews them against the acceptance criteria and, within 5 Business Days, approves them or disputes them with written reasons listing the non-conformities.

6.2 On the Platform, a submitted Milestone that is neither approved nor disputed within 5 Business Days is approved automatically.

6.3 The Contractor corrects the listed non-conformities at its own cost within [5] Business Days and resubmits. If a Milestone fails acceptance [twice], the Client may terminate the affected SOW under clause 14.2 [or accept the Milestone with a fair reduction of its fee].

6.4 If the Parties disagree on a Milestone, either may ask FreelanX for mediation; FreelanX answers within 5 business days. Mediation does not prevent either Party from exercising its rights under clause 19.

7.1 Each Party keeps its Pre-existing Materials. The Contractor grants the Client a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and transferable licence, with the right to sub-license, to use any Pre-existing Materials incorporated in the Deliverables, to the extent needed to use, modify and exploit the Deliverables. Third-party and open-source components are listed in the SOW with their licences, and the Contractor complies with those licences.

7.2 The Client owns all Intellectual Property Rights in the Deliverables and in all work, code, documents and materials created by the Contractor in the course of the Services, including on the Client's systems (together, the "Work Product"). To the extent those rights do not vest in the Client by law, the Contractor assigns them to the Client, as they are created, by way of present assignment of present and future rights, worldwide and for the full duration of those rights, including the rights to reproduce, represent, distribute, adapt, translate, modify, integrate and commercialise the Work Product, on any medium and by any means, for any purpose. The Contractor keeps no right in the Work Product and shall not use it except to perform the Services. The consideration for this assignment is included in the fees.

7.3 To the extent permitted by law, the Contractor waives, and shall procure that its personnel waive, all moral rights in the Deliverables. Where moral rights cannot be waived, the Contractor consents to the modifications and adaptations needed for the normal exploitation of the Deliverables and agrees that the Client decides whether and how authors are credited.

7.4 The Contractor shall sign the documents and do the acts reasonably required to perfect or record the Client's rights, at the Client's cost.

7.5 The Contractor warrants that the Deliverables are its original work, that their use by the Client as contemplated will not infringe the rights of any third party, and that it has obtained in writing from its personnel and subcontractors the rights needed to make the assignment in clause 7.2.

8.1 Each Party warrants that it has full power to enter into this Agreement.

8.2 The Contractor warrants that it holds the registrations, licences and permits needed to provide the Services in [Their country] and wherever it performs them.

9.1 "Confidential Information" means all information disclosed by a Party (the discloser) to the other (the recipient), in any form, that is marked confidential or would reasonably be considered confidential, including the Client's business, technical and personal data and the terms of this Agreement.

9.2 The recipient shall use Confidential Information only to perform this Agreement, protect it with at least reasonable care, and disclose it only to its personnel and advisers who need to know it and are bound by equivalent obligations.

9.3 These obligations do not apply to information that is or becomes public other than through a breach, was lawfully known to the recipient before disclosure, is lawfully received from a third party without restriction, or is independently developed. The recipient may disclose information when required by law or by a competent authority, after notifying the discloser where lawful.

9.4 These obligations continue for [5] years after the end of this Agreement and, for trade secrets, for as long as they remain trade secrets.

9.5 Notice of immunity (United States). Under 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or that is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

10.1 Each Party complies with the data protection laws that apply to it, including where relevant the EU GDPR, the UK GDPR and the Data Protection Act 2018, and US state privacy laws.

10.2 Where the Contractor processes personal data on behalf of the Client, the Parties shall sign before any processing the data processing addendum attached as Schedule 2, which meets Article 28(3) GDPR and forms part of this Agreement.

10.3 The Contractor shall implement appropriate technical and organisational security measures (Article 32 GDPR) and notify the Client without undue delay, and in any event within [48] hours, after becoming aware of a personal data breach affecting Client data.

The Contractor uses the Client's systems only as needed for the Services, follows the Client's reasonable written security rules, keeps its credentials secret and returns or deletes access and Client data at the end of the Agreement.

12.1 Nothing in this Agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or gross negligence, or for any liability that cannot be limited or excluded by law.

12.2 Subject to 12.1, neither Party is liable for loss of profit, revenue, business or goodwill, or for indirect or consequential loss.

12.3 Subject to 12.1 and 12.4, each Party's total liability arising out of or in connection with this Agreement in any contract year is limited to [100]% of the fees paid and payable under this Agreement in the [12] months before the event giving rise to the claim.

12.4 The cap in 12.3 does not apply to breach of clause 9 (Confidentiality), the indemnity in 13.1, [or breach of clause 10 (Data protection), which is capped at [amount]].

13.1 The Contractor shall indemnify the Client against third-party claims that the Deliverables, as delivered, infringe that third party's Intellectual Property Rights, provided the Client notifies the claim promptly, lets the Contractor conduct the defence and gives reasonable assistance. This does not apply to infringement caused by Client materials or by modifications not made by the Contractor.

13.2 The Contractor maintains [professional indemnity insurance of at least [amount] per claim] for the term and [2] years after.

14.1 Either Party may terminate this Agreement or any SOW for convenience by giving [Notice to end (days)] days' written notice.

14.2 Either Party may terminate immediately by written notice if the other commits a material breach not remedied within [10] Business Days of a notice describing it, or becomes insolvent or ceases business.

14.3 On termination, the Client pays the Milestones approved and, for a Milestone in progress, a fair proportion of its fee for work delivered and usable; the Contractor delivers all Work Product, including work in progress, which belongs to the Client under clause 7.2; each Party returns or deletes the other's Confidential Information, except copies kept by law.

14.4 Clauses 5, 7, 9, 10, 12, 13, 14.3, 15, 17, 18 and 19 survive termination.

15.1 During the term and for [6] months after it, neither Party shall, without the other's written consent, solicit for employment or engagement any individual of the other Party who was directly involved in the Services. General advertisements not targeted at those individuals are allowed.

15.2 Nothing in this Agreement prevents the Contractor from working for other clients, including competitors of the Client, provided clauses 9 and 10 are complied with.

Each Party complies with anti-bribery and anti-corruption laws (including the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act), economic sanctions and export controls, and laws against modern slavery.

Where the Parties use the Platform, the FreelanX terms of service govern payments, fees, Milestone funding and release, and mediation; for those matters they prevail over this Agreement. FreelanX is not a party to this Agreement.

18.1 Entire agreement. This Agreement and its SOWs and Schedules are the entire agreement on their subject and supersede earlier arrangements.

18.2 Changes. Changes are valid only in writing signed by both Parties.

18.3 Assignment. Neither Party may assign this Agreement without the other's written consent, except that the Client may assign it to an affiliate or to a successor of its business.

18.4 Notices. Notices are given in writing to the addresses above or by email to [emails], and, where the Parties use the Platform, by message on the Platform.

18.5 Severability, waiver. An invalid provision is replaced by a valid one as close as possible to its purpose; the rest remains in force. A failure to exercise a right is not a waiver of it.

18.6 Third parties. No third party has rights under this Agreement [and, for England and Wales, the Contracts (Rights of Third Parties) Act 1999 is excluded].

18.7 Force majeure. Neither Party is liable for delay caused by events beyond its reasonable control, provided it notifies the other promptly; if the event lasts more than [30] days, either Party may terminate the affected SOW.

18.8 Signature. This Agreement may be signed electronically and in counterparts. [If it is translated, the English version prevails.]

19.1 This Agreement and any dispute arising out of or in connection with it are governed by the law of [Governing law].

19.2 The courts of [Courts or arbitration seat] have exclusive jurisdiction [or: disputes are finally settled by arbitration under the rules of [ICC / LCIA / SIAC / DIAC], seat [Courts or arbitration seat], language English, one arbitrator].

19.3 Mandatory rules of the place where the Contractor works, in particular on worker status, may apply whatever the law chosen.

Signed for the Client: name, title, signature, date ______________________

Signed by the Contractor: name, title, signature, date ______________________

Schedule 1 – Statement of Work. [Attach the statement of work.]

Schedule 2 – Data processing addendum. [Attach where the Contractor processes personal data for the Client.]