| Effective Date | 29 March 2026 |
| Designer | Alex Sterling |
| Client | Sarah Chen |
| Project Name | E-Commerce Mobile App Redesign |
| Contract Version | 1.0 |
This Freelance Services Agreement (“Agreement”) is entered into as of 29 March 2026, between:
Designer (Contractor)
Full Name: Alex Sterling
Address: 123 Creative Studio, Design District, Pune, MH 411045
Email: alex@sterling.design
Phone: +91 98765 43210
Client
Full Name / Company: Sarah Chen
Address: TechFlow Innovations, 45 Startup Hub, Bangalore, KA 560102
Email: sarah.chen@techflow.io
Phone: +91 98765 09876
Together referred to as the “Parties.”
The Designer agrees to provide the following services as described below and in any attached Project Brief or Statement of Work (SOW), which is incorporated by reference into this Agreement:
Complete UX/UI redesign of the existing iOS and Android application to improve conversion rates and user retention. Includes user research, wireframing, high-fidelity UI design, and design system handover.
The following specific items will be delivered upon project completion:
Upon delivery, the Client has 5 business days to review each deliverable and notify the Designer in writing of any deficiencies. If no written notice is received within this period, the deliverable shall be deemed accepted.
| Estimated Start Date | 29 March 2026 |
| Estimated End Date | 28 April 2026 |
These dates are provided in good faith as working estimates and do not constitute hard contractual deadlines. The Designer’s ability to meet the agreed schedule depends on the Client providing timely feedback, approvals, and content as requested.
Any delay caused by the Client — including late feedback, change of direction, or deviation from the agreed process — will extend the delivery timeline proportionally. Such delays do not constitute a breach of this Agreement by the Designer.
| Total Project Fee | INR ₹1,50,000 |
| Payment Currency | INR |
| Milestone | Amount | Due |
| Advance (non-refundable) | 50% of total fee (INR ₹75,000) | Before work commences |
| Final Payment | 50% of total fee (INR ₹75,000) | Before final files are handed over |
No work will begin until the advance payment is received. Final deliverables and source files will not be released until the outstanding balance is paid in full.
Invoices not settled within 14 days of the due date will attract a monthly service charge of 1.5% (or the maximum permitted by applicable law) on the outstanding balance. The Client shall also be responsible for any reasonable legal or collection costs arising from late or non-payment.
Any pre-approved out-of-pocket expenses incurred on behalf of the Client (e.g., stock imagery, third-party tools, physical prototypes) will be invoiced separately with a 20% handling markup. The Client is responsible for all applicable taxes, duties, or levies on the fees paid.
The project fee includes 2 rounds of revisions per deliverable, within the agreed scope. Each revision round must be submitted as a consolidated set of feedback — not in piecemeal messages.
Revisions beyond the included rounds, or requests that fall outside the original scope, will be billed at the Designer’s standard hourly rate of INR ₹3,000/hour, with prior written agreement.
If the Client requests changes that materially alter the project scope or increase the estimated time by more than 10%, the Designer reserves the right to submit a revised proposal. Work on expanded scope will not begin until the revised proposal is signed and the corresponding advance is received.
Upon receipt of full payment, the Designer assigns to the Client all intellectual property rights — including copyright — in the final, approved deliverables listed under Section 2.2. The Client shall be the sole owner of these final design files.
The Designer expressly retains full ownership of:
The Designer retains the right to be credited as the author of the work. The Client agrees not to misrepresent the origin of the work or claim sole creative authorship in contexts where authorship is relevant.
The assignment of rights under Clause 6.1 takes effect only upon full payment of all invoices under this Agreement. Until that point, the Designer retains all rights and the Client has no licence to use, publish, or distribute the deliverables in any form.
If any third-party assets (e.g., stock imagery, typefaces, open-source code) are incorporated into the deliverables, the Client is responsible for obtaining and maintaining the appropriate licences for commercial use.
To ensure the project progresses efficiently, the Client agrees to:
The Designer retains the right to reproduce, display, and publish the completed work — in whole or in part — in their portfolio, on their website, across social media channels, and in design awards or competitions, once the project has been made public by the Client.
The Designer may request an appropriate credit line or attribution where the work is published online. The Client is not obligated to provide this, but agrees to give the Designer reasonable notice before making the work public.
Both Parties agree to hold each other’s confidential business information, trade secrets, client data, and proprietary methodologies in strict confidence. This obligation survives termination of this Agreement for a period of 2 years.
The Client agrees not to directly recruit, solicit, or hire any employee, subcontractor, or collaborator of the Designer during the term of this Agreement and for 6 months thereafter. In the event of a breach, the Client shall pay the Designer a placement fee equivalent to 25% of the recruited individual’s starting annual compensation.
The Designer warrants that the final deliverables are original works and, to the best of their knowledge, do not infringe on any third-party intellectual property rights. The Designer does not conduct formal trademark or patent clearance searches; this is the Client’s responsibility.
The Designer’s total liability under this Agreement shall not exceed the total fees paid by the Client for this project. In no event shall the Designer be liable for indirect, incidental, or consequential damages, including but not limited to lost profits, loss of business, or reputational damage.
The Client agrees to indemnify, defend, and hold harmless the Designer from any claims, losses, damages, or legal costs arising from:
If the project is placed on hold by the Client for more than 30 consecutive days, the Designer may charge a suspension fee to compensate for reserved capacity. The suspension fee will be agreed upon in writing at the time of suspension.
The Client may terminate this Agreement at any time by providing written notice. Upon termination, the Client shall pay:
No refund will be issued for any deliverables or concepts already submitted. Ownership of partially completed work remains with the Designer until all outstanding amounts are paid.
The Designer may terminate this Agreement if the Client materially breaches any term herein and fails to remedy the breach within 10 business days of written notice. In such a case, the Client remains liable for all work completed to date. No kill fee shall apply in this scenario.
The Designer is an independent contractor. Nothing in this Agreement creates an employment relationship, partnership, joint venture, or agency between the Parties. The Designer is free to undertake other projects during the term of this Agreement, unless exclusivity has been separately agreed in writing.
Neither Party shall be in breach of this Agreement for any failure or delay caused by events beyond their reasonable control, including natural disasters, government actions, pandemics, or severe personal illness. The affected Party shall notify the other in writing as soon as reasonably practicable.
This Agreement shall be governed by and construed in accordance with the laws of Pune, Maharashtra, India. In the event of a dispute, the Parties agree to first attempt resolution through good-faith negotiation, followed by mediation if necessary, before pursuing arbitration or litigation.
No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
This Agreement, together with any attached Statement of Work or Project Brief, constitutes the entire agreement between the Parties and supersedes all prior discussions, representations, or agreements relating to the subject matter herein.
If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
FOR THE DESIGNER
FOR THE CLIENT
This template was prepared for freelance design & strategy engagements. Consult a qualified legal professional for jurisdiction-specific advice before use.