Freelance Work-for-Hire Agreement
Freelancer creates work product (design, code, writing, etc.) — client owns all IP via work-for-hire + assignment.
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FREELANCE WORK-FOR-HIRE AGREEMENT
This Freelance Work-for-Hire Agreement (this "Agreement") is entered into and effective as of May 11, 2026 (the "Effective Date") between:
FREELANCER: Avery J. Chen
Address: 742 Evergreen Terrace, Springfield, IL 62704
CLIENT: Apexa Robotics, Inc.
Address: 1209 Orange Street, Wilmington, DE 19801
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1. SERVICES AND DELIVERABLES
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Freelancer shall provide design / illustration / UI work services to Client, producing the following deliverables (collectively, the "Work Product"):
Project description:
Design and deliver a complete brand identity package for Apexa Robotics, including: (1) primary logo and 4 lockup variations; (2) full color palette and typography system; (3) 12 marketing collateral templates (business card, letterhead, social media); (4) brand guidelines PDF (24 pages); (5) all source files (.ai, .psd, .fig, .svg).
Specific deliverables and milestones:
Phase 1 (week 1-2): 3 logo concept directions presented for review.
Phase 2 (week 3): Selected concept refined into final logo + 4 lockup variations.
Phase 3 (week 4-6): Color/typography system, marketing templates, brand guidelines PDF.
Phase 4 (week 7): Final source-file delivery and 1 hour of training/handoff call.
All deliverables provided in editable source format (Adobe Illustrator/Photoshop/Figma) plus exported PNG/SVG/PDF for production use.
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2. SCHEDULE
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Start date: May 11, 2026
Target completion date: June 26, 2026
Included revision rounds: 3
Additional revision rounds beyond those included are billed at $150/hour.
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3. FEES AND PAYMENT
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Total fee: $18,500.00.
Payment schedule:
50% on signing ($9,250) — non-refundable retainer.
25% on Phase 2 approval ($4,625).
25% on final delivery ($4,625) — due within 14 days of source-file delivery.
Late fee: 1.5% per month on overdue balances.
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4. WORK MADE FOR HIRE — IP OWNERSHIP (CRITICAL)
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4.1 Work Made for Hire. The Work Product is a "work made for hire" within the meaning of 17 USC §101. Client is the author and owner of all rights, title, and interest in the Work Product from the moment of its creation. To the extent that any Work Product does not qualify as a work made for hire under 17 USC §101 (which limits the doctrine to works of employees in the scope of employment OR specially-commissioned works in nine enumerated categories), Freelancer hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including:
(a) Copyright and all renewals/extensions under 17 USC §304;
(b) All rights enumerated in 17 USC §106 (reproduction, derivative works, distribution, public performance, public display, digital transmission);
(c) The right to register copyright with the US Copyright Office;
(d) The right to sue and recover for past, present, and future infringement;
(e) All international copyrights, including under the Berne Convention;
(f) All moral rights to the maximum extent waivable under applicable law (Visual Artists Rights Act, 17 USC §106A; California Art Preservation Act; equivalent state and foreign laws).
4.2 Pre-Existing Materials. To the extent Freelancer incorporates any pre-existing materials owned by Freelancer (e.g., reusable code libraries, fonts, brushes), Freelancer grants Client a perpetual, worldwide, royalty-free, sublicensable license to use such pre-existing materials as embodied in the Work Product. Freelancer retains the right to use such pre-existing materials for other clients.
4.3 Third-Party Materials. If the Work Product incorporates any third-party materials (stock photos, fonts, icons, code libraries), Freelancer shall identify them and ensure Client has appropriate license rights. Freelancer shall not incorporate any GPL-licensed code or other copyleft-licensed materials in the Work Product without Client's prior written consent.
4.4 Cooperation. Freelancer shall execute any further documents and take any further actions reasonably requested by Client to perfect Client's title in the Work Product, including filings with the US Copyright Office under 17 USC §205.
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5. PORTFOLIO AND PUBLICITY
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5.1 Portfolio Use. Notwithstanding Client's ownership of the Work Product, Freelancer retains a non-exclusive right to display the Work Product in Freelancer's professional portfolio (website, case studies, awards submissions) and to identify Client as a client. This right does not include any commercial-licensing right.
5.2 Confidentiality. If Client requests confidentiality (no portfolio use, no public Client identification), Freelancer shall comply for an additional fee of 10% of the total project fee, recited as "portfolio waiver fee" in the payment schedule.
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6. CONFIDENTIALITY
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Freelancer shall keep all Client confidential information (business plans, customer data, financials, strategy, and any information marked or reasonably understood to be confidential) confidential during and after the term of this Agreement. Confidentiality obligations survive termination indefinitely as to trade secrets.
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7. INDEPENDENT CONTRACTOR STATUS
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Freelancer is an independent contractor and not an employee of Client. Freelancer is solely responsible for:
(a) Self-employment taxes (federal SE tax, state income tax, local taxes);
(b) All business expenses;
(c) Health insurance, retirement contributions, and other benefits;
(d) Compliance with all applicable laws and licensing.
Client shall issue IRS Form 1099-NEC for total payments exceeding $600 in a calendar year.
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8. WARRANTIES
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Freelancer warrants that:
(a) Freelancer has the right and authority to enter into this Agreement;
(b) The Work Product is original to Freelancer and does not infringe any third-party copyright, trademark, trade secret, right of publicity, or other right;
(c) Freelancer will perform the work in a professional, workmanlike manner;
(d) The Work Product will conform substantially to the project description in Section 1.
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9. INDEMNIFICATION
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Freelancer shall indemnify Client for any claim arising from breach of warranty in Section 8 (e.g., third-party IP infringement claims). Freelancer's indemnification cap: total fees paid under this Agreement.
Client shall indemnify Freelancer for any claim arising from Client's use of the Work Product in a manner not contemplated by this Agreement (e.g., Client materially modifies the Work Product to create new infringement).
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10. TERMINATION
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10.1 For Cause. Either party may terminate on 14 days written notice for material breach not cured within the notice period.
10.2 For Convenience. Client may terminate at any time on 7 days written notice. Upon such termination, Client shall pay Freelancer for all work completed and reasonable kill-fee equal to 50% of remaining fee (or as agreed). Freelancer shall deliver all work-in-progress.
10.3 Effect of Termination. Upon termination, Sections 4 (IP), 5 (portfolio), 6 (confidentiality), 8 (warranties), 9 (indemnification), and 11 (governing law) survive.
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11. GOVERNING LAW
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This Agreement is governed by the laws of the State of Delaware, and federal copyright law (17 USC).
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12. ENTIRE AGREEMENT
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This Agreement constitutes the entire understanding between Freelancer and Client and supersedes all prior agreements regarding the project.
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EXECUTION
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FREELANCER: CLIENT:
_______________________________ _______________________________
Avery J. Chen Apexa Robotics, Inc.
Signature: __________________________ By: _____________________________
Date: __________________________ Title: _____________________________
Date: _____________________________
About this template
A freelance work-for-hire agreement is the cornerstone document for engaging contractors who create copyrightable work — designers, developers, writers, photographers, video producers. Without proper IP language, the freelancer retains copyright by default, leaving the client with only an implied license to use the work for the immediate purpose. This is the most-overlooked freelance issue and the most-litigated when relationships sour. Federal copyright law: 17 USC §101 defines "work made for hire" narrowly. There are TWO categories: (1) work created by an EMPLOYEE within the scope of employment (this is automatic — the employer owns); (2) work specially ordered or commissioned for use as one of NINE specific categories: contributions to collective works, motion pictures or audiovisual works, translations, supplementary works, compilations, instructional texts, tests, answer materials for tests, atlases. AND the parties must execute a written work-for-hire agreement. Many common freelance deliverables — logos, websites, software, individual articles — DO NOT fit the nine categories. So the work-for-hire designation alone is insufficient for most freelance work. The solution: always combine work-for-hire designation with a backup assignment of all rights, as in Section 4.1 of this template. The Supreme Court's decision in Community for Creative Non-Violence v. Reid (1989) is the controlling case: in Reid, a sculptor was hired to create a sculpture; the parties had no written agreement. The Court held the sculptor was an INDEPENDENT CONTRACTOR (not employee) and the sculpture didn't fit the nine categories, so the sculptor — not the commissioning party — owned the copyright. The case set the modern test for distinguishing employees from contractors (the "Reid factors": skill required, source of tools, location of work, duration, right to assign other tasks, etc.). Most-litigated areas in freelance disputes: (1) Ownership of source files — the deliverables clause must explicitly require source files (Photoshop, Figma, Illustrator, code repositories) along with exported assets. Without it, freelancer can withhold source files and the client can't modify or extend the work. (2) Pre-existing materials — freelancers often reuse libraries, code, brushes, templates from prior work. The client typically wants a license to use those materials as embodied in the deliverable; the freelancer wants to retain the right to use them for other clients. Section 4.2 of this template handles this. (3) Third-party materials — stock photos, fonts, icons. The freelancer should identify these and confirm proper licensing; otherwise the client may face infringement risk. GPL-licensed code is particularly dangerous for clients planning proprietary use. (4) Portfolio rights — most freelancers want to display work in their portfolio; clients sometimes want confidentiality. The "portfolio waiver fee" (Section 5.2) is standard in design industry — usually 10-25% of project fee for confidentiality. (5) Independent contractor status — the IRS has a specific 20-factor test for distinguishing contractors from employees (Form SS-8). Misclassification can result in back taxes, penalties, and benefit-eligibility claims. The agreement should affirm contractor status, but actual conduct matters more than the label. (6) Termination kill-fees — for projects in progress, what does the client owe if they cancel? Industry standard: 25-50% of remaining fee plus payment for completed work. State considerations: California Labor Code §2810.5 requires written notice of work conditions for contractors. Massachusetts Independent Contractor Law (G.L. c. 149, §148B) is among the strictest — most freelancers in Massachusetts fail the three-prong "ABC test" for contractor status. New York Freelance Isn't Free Act (FIFA) requires written contracts for freelance work over $800 and provides damages for non-payment. AB 5 in California codified the ABC test for many industries. For freelancers and clients in these states, ensure both the legal documentation and actual operation match contractor status. Use this template for: graphic design, web development, software development, content writing, photography commissions, video production, animation, illustration. For high-value projects (>$50K) or long-term relationships, engage counsel for a more detailed agreement with milestones, acceptance criteria, and dispute resolution.
When to use it
- Hiring a freelancer for design, code, writing, video, audio, or photography.
- Commissioning a logo, website, software, or branding project.
- Engaging contractors for marketing or content production.
- Engaging consultants who will create copyrightable deliverables (training materials, reports, custom code).
- Side-project collaborations where IP ownership must be clear.
What to include
- Freelancer and client identification.
- Project description and specific deliverables.
- Schedule with start, completion, and milestones.
- Fees and payment schedule.
- WORK-FOR-HIRE designation + backup assignment (essential).
- Pre-existing and third-party materials handling.
- Portfolio rights and confidentiality option.
- Independent contractor status.
- Warranties (originality, non-infringement).
- Indemnification.
- Termination for cause and for convenience.