Freelancer Agreement
⚡TL;DR
- Have a proper IP assignment to ensure that all IP created by the freelancer is assigned to the company.
A freelancer agreement is a contract between a company and a freelancer acting as a service provider.
A freelancer agreement includes the following topics:
- Scope of work: Determine the services and deliverables of the freelancer.
- Timelines and acceptance: State when the services must be provided and under what conditions the deliverables must be accepted by the company.
- Remuneration: Define how and when the freelancer is compensated. This could be a flat fee or on an hourly basis with a given hourly rate.
- IP assignment: Ensures that all IP created by the freelancer is transferred to the company.
- Confidentiality & non-solicitation: Have mechanisms to share information with your freelancer without jeopardizing your company.
- Liability: By default, the liability of the freelancer is unlimited. You can choose to limit or cap it in the agreement.
- Termination: Under Swiss law, both parties have a mandatory legal right to terminate any freelancer agreement (i.e., any mandate agreement) immediately and without notice period. Remember that this applies even if you agree on notice periods in the agreement.
Distinction with employment agreement: Sometimes, hiring freelancers can be an attractive alternative to hiring employees as a source of specialist know-how and interim resources. However, you must be careful that the relationship between the company and this person really falls under a freelancer agreement and is not an employment agreement. Learn about the distinction criteria by checking our page on the Distinction between employees and freelancers and avoid so-called "false self-employment".
Best practices
IP assignment: All IP created by the freelancer is transferred and assigned to the company. For more details, check our page on IP ownership & IP assignment.
Confidentiality: A strict confidentiality clause is in place to protect the confidentilaity of the information shared with the freelancer.
Non-solicitation: A non-solicitation is in place to ensure that the freelancer is forbidden to interfere with the company's employees, customers, or suppliers for the term of the freelancer agreement and an additional 6 months period.
Independence: It is clearly stated that the freelancer is acting independently and is solely responsible for registering and paying any applicable taxes or social security.