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Freelance Services Agreement · Page 1 of 4

§ 3 — Scope & Intellectual Property Assignment of Work Product

This Agreement is entered into by and between ClientCo, Inc. ("Client") and the undersigned Contractor, effective as of the date of execution.

The Contractor hereby assigns, transfers, and conveys to the Client all right, title, and interest in and to any and all work product, including without limitation any prior inventions, pre-existing tools, methods, or derivative works thereof, in perpetuity.

Contractor agrees to perform services as described in Schedule A, subject to the revision and acceptance procedures set forth herein.

Payment shall be made within sixty (60) days of the date of invoice. No interest shall accrue on late payments.

Client may terminate this Agreement at any time, for any reason or for no reason, upon written notice, without obligation to pay for incomplete work or to compensate the Contractor for termination.

Each party shall retain the right to its own pre-existing intellectual property, unmodified, as listed in Schedule B.

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Negotiate
2 high-risk clauses · 1 negotiate · 1 favourable
42/100
Risk score
7 flags
Clause findings
High IP grab includes prior work
Sweeps in your pre-existing tools. §3 · L047
Negotiate Net-60 is above market
Standard is Net-14 to Net-30. §4 · L058
High Termination with no kill fee
Client can exit without paying. §7 · L063
Favourable Pre-existing IP preserved
Schedule B retains your prior work. §3 · L069
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The Contractor assigns all intellectual property, including prior inventions, to the Client in perpetuity.

Payment within sixty (60) days of invoice. No interest shall accrue on late payments.

Client may terminate at any time without obligation to pay for incomplete work.

Each party retains pre-existing IP listed in Schedule B, unmodified.

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Client → You
Can do Net-30 and 15% kill fee. IP carve-out needs legal approval.
Scrutr bot · counter-drafted
Net-30 is above standard — hold Net-14. On kill fee, 15% is low — counter 20%. Request legal to confirm IP carve-out by Friday.
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Thread · Freelance Agreement 3 messages
You → Client
Re: §4.1 — requesting a 25% kill fee and IP carve-out for prior work.
Client → You
We can do 15% kill fee, but can't budge on IP — company policy.
Scrutr Bot → Client auto-drafted
Thank you — 15% works for us. On IP: we can accept §3.2 if it includes explicit carve-out language for tools developed prior to this engagement. Proposed: "excluding Contractor's pre-existing work listed in Schedule A."
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