Contract Clause Builder

Scope of Work. Contractor will deliver the services and deliverables described in the statement of work or proposal. Work outside the written scope requires a signed change order with adjusted fees and timelines. Revision Policy. Client receives up to 2 substantive revision rounds included. Further changes may be billed separately at Contractor's standard hourly rate. Payment Terms. Invoices are due 14 days from receipt unless otherwise stated. Balances unpaid after the due date may accrue a late charge of 1.5% per month (or the maximum permitted by law). A non-refundable deposit of 40% is due before work begins unless another schedule is signed. Cancellation & Kill Fee. Client may cancel before kickoff subject to a kill fee of 25% of the total fee to compensate mobilization costs. If cancelled after work has commenced, Client shall pay for all work completed up to the date of cancellation. Intellectual Property. Upon full payment, Contractor assigns to Client all right, title, and interest in the final deliverables specifically created for this project (excluding Contractor's pre-existing tools, templates, and libraries). Portfolio Rights. Contractor retains the right to display the completed work in their portfolio, website, and marketing materials unless a separate non-disclosure agreement prevents it. Confidentiality. Each party may receive non-public information from the other. Recipient will use the same care as with its own sensitive data, share only with team members who need access, and return or destroy materials on request after the project ends. Obligations survive for 3 years. Standard exclusions apply (public domain, independently developed content, lawful third-party disclosures). Warranties & Representations. Contractor warrants that the deliverables will be original and will not infringe on any third-party intellectual property rights. Limitation of Liability. Except for a party's willful misconduct or unpaid sums due, each party's aggregate liability under this agreement will not exceed the fees paid or payable in the three months preceding the claim. Neither party is liable for indirect or consequential damages. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, and expenses (including reasonable attorneys' fees) arising out of a breach of their respective warranties or gross negligence under this agreement. Termination. Either party may terminate for material breach if the other fails to cure within 30 days of written notice. For convenience, 30 days' written notice is required unless a different retainer schedule applies. Upon termination, Client pays for work completed through the effective date; Contractor delivers work in progress where feasible. Independent Contractor. Contractor is an independent contractor, not an employee, partner, or agent of Client. Contractor is solely responsible for all taxes, withholdings, and insurance. Non-Solicitation. During the term of this agreement and for a period of 12 months thereafter, neither party shall solicit for employment or hire any employee or contractor of the other party. Dispute Resolution. The parties will attempt good-faith negotiation, then non-binding mediation in California, USA before initiating court proceedings, except for equitable relief to protect IP or confidential information. Governing Law. This agreement and any dispute arising out of it shall be governed by and construed in accordance with the laws of California, USA, without regard to its conflict of law principles. Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control. Severability. If any provision of this agreement is found to be unenforceable, the remaining provisions will continue in full force and effect. Entire Agreement. This contract contains the entire agreement between the parties and supersedes all prior agreements. Modifications must be in writing and signed by both parties. Amendment. No amendment, modification, or supplement of any provisions of this agreement will be valid or effective unless made in writing and signed by a duly authorized representative of each party. Electronic Signatures. This agreement may be executed in counterparts, each of which shall be deemed an original. Electronic, facsimile, or digital signatures shall be deemed valid and binding for all purposes.