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FREELANCE SERVICES AGREEMENT
Independent contractor — services performed from the Philippines
This Freelance Services Agreement (the "Agreement") is made on [DATE] (the "Effective Date") between:
Client [CLIENT COMPANY NAME], a [TYPE OF ENTITY] organised under the laws of [COUNTRY], with its principal office at [ADDRESS], represented by [NAME, POSITION] (the "Client"); and
Freelancer [FULL NAME OF FREELANCER], of legal age, Filipino, residing at [ADDRESS], Philippines, registered with the Bureau of Internal Revenue as a self-employed individual / professional under TIN [000-000-000-00000] (the "Freelancer").
The Client and the Freelancer (each a "Party") agree as follows:
1. Services
1.1 The Freelancer will provide the services described in Schedule A and in any later statement of work signed or confirmed in writing (including by e-mail) by both Parties (the "Services").
1.2 The Freelancer decides how, when and where to perform the Services, uses the Freelancer’s own tools and equipment, and may work for other clients, provided that this does not breach Article 8.
1.3 The Client will give the Freelancer the information, access and timely feedback reasonably needed to perform the Services. Deadlines move by the length of any delay caused by the Client.
2. Term and termination
2.1 This Agreement starts on the Effective Date and continues until [END DATE / completion of the Services / terminated under this Article].
2.2 Either Party may end this Agreement for convenience by giving [14] days’ written notice.
2.3 Either Party may end this Agreement immediately by written notice if the other Party materially breaches it and does not cure the breach within [7] days after notice.
2.4 On termination the Client pays for all Services performed and approved expenses incurred up to the termination date. Articles 4 to 10 survive termination.
3. Fees, invoices and payment
3.1 The Client will pay the fees stated in Schedule A in [US DOLLARS / CURRENCY].
3.2 The Freelancer will invoice [MONTHLY IN ARREARS / ON EACH MILESTONE]. The Client will pay each invoice within [15] days of receipt by [BANK TRANSFER / WISE / PAYPAL / PAYONEER] to the account stated in the invoice.
3.3 Each Party bears its own bank and transfer charges, so that the Freelancer receives the full invoiced amount less only the Freelancer’s own receiving fees. [ALTERNATIVE: transfer fees are borne by the Client.]
3.4 Amounts unpaid after the due date bear interest of [1]% per month until paid. The Freelancer may suspend the Services while any invoice is more than [15] days overdue, after giving notice.
3.5 Expenses are reimbursed only if approved in writing in advance and supported by receipts.
4. Taxes
4.1 The Freelancer is responsible for the Freelancer’s own taxes and contributions in the Philippines, including registration with the Bureau of Internal Revenue, issuing registered invoices, filing income and percentage tax returns, and paying SSS, PhilHealth and Pag-IBIG contributions as a self-employed member.
4.2 Fees are stated exclusive of any tax that the law of the Client’s country requires the Client to withhold. If the Client must withhold tax, it will tell the Freelancer before payment, pay the withheld amount to its tax authority, and give the Freelancer the official certificate of withholding so the Freelancer can claim any available credit.
5. Independent contractor
5.1 The Freelancer is an independent contractor and not an employee, partner or agent of the Client. Nothing in this Agreement creates an employer–employee relationship.
5.2 The Client does not control the means and methods of the work, only the agreed results. The Freelancer is not entitled to employee benefits from the Client, and the Client does not pay employer contributions for the Freelancer.
5.3 The Freelancer may engage helpers at the Freelancer’s own cost only with the Client’s written consent; the Freelancer remains responsible for their work and confidentiality.
6. Intellectual property
6.1 Upon full payment of the fees for a deliverable, the Freelancer assigns to the Client all copyright and other economic rights in that deliverable, created specifically for the Client under this Agreement (the "Work Product").
6.2 Until full payment, the Client has a licence to use the Work Product for evaluation only.
6.3 The Freelancer keeps ownership of the Freelancer’s pre-existing materials, tools, templates and know-how ("Background Materials"). Where Background Materials are part of the Work Product, the Freelancer grants the Client a non-exclusive, perpetual, worldwide, royalty-free licence to use them as part of the Work Product.
6.4 To the extent permitted by the Intellectual Property Code of the Philippines (RA 8293), the Freelancer agrees not to object to reasonable modifications of the Work Product. The Freelancer may show the Work Product in a portfolio unless the Client objects in writing [or: only after it is public].
6.5 Third-party materials (fonts, stock images, open-source code) are used under their own licences, which the Freelancer will identify on delivery.
7. Confidentiality
7.1 Each Party will keep confidential, and use only for this Agreement, all non-public information received from the other Party, during the Agreement and for [3] years after it ends.
7.2 This does not apply to information that is or becomes public without fault of the receiving Party, was already known to it, is independently developed, or must be disclosed by law or court order (after notice to the other Party where allowed).
8. Data protection
8.1 If the Freelancer processes personal data for the Client, the Freelancer acts only on the Client’s documented instructions, keeps the data secure, does not share it except as instructed, and deletes or returns it when the Services end.
8.2 Both Parties will comply with the Data Privacy Act of 2012 (RA 10173) and with the data protection law that applies to the Client, such as [GDPR / OTHER]. Any further data processing terms required by that law are set out in [SCHEDULE B / A SEPARATE AGREEMENT].
9. Warranties and liability
9.1 The Freelancer will perform the Services with reasonable skill and care. The Client will report any defect within [14] days of delivery; the Freelancer will correct it at no extra charge.
9.2 Except for breach of confidentiality, infringement of intellectual property, or fraud, each Party’s total liability under this Agreement is limited to the fees paid or payable in the [3] months before the claim.
9.3 Neither Party is liable for indirect or consequential loss, or for delay caused by events beyond its reasonable control (including power and internet outages caused by typhoons or other natural events), provided that it gives prompt notice and resumes performance as soon as possible.
10. Governing law and disputes
10.1 This Agreement is governed by the laws of [THE REPUBLIC OF THE PHILIPPINES / COUNTRY].
10.2 The Parties will first try in good faith to settle any dispute by negotiation within [30] days after written notice of the dispute.
10.3 If not settled, the dispute will be resolved by [ARBITRATION UNDER THE RULES OF [INSTITUTION] SEATED IN [CITY], CONDUCTED ONLINE IN ENGLISH / THE COURTS OF [CITY]].
11. General
11.1 This Agreement (with its Schedules) is the entire agreement between the Parties about the Services and replaces earlier discussions. Changes are valid only if agreed in writing, including by e-mail from the addresses below.
11.2 Notices are sent by e-mail to: Client — [EMAIL]; Freelancer — [EMAIL].
11.3 Neither Party may assign this Agreement without the other’s written consent.
11.4 This Agreement may be signed electronically and in counterparts. Electronic signatures and documents have the same legal effect as handwritten ones (Electronic Commerce Act, RA 8792).
SIGNED by the Parties on the dates below. ______________________________ [NAME, POSITION] for [CLIENT COMPANY NAME] Date: ____________ ______________________________ [FULL NAME OF FREELANCER] Freelancer Date: ____________
SCHEDULE A — STATEMENT OF WORK No. [1]
Project / role [e.g. Virtual assistant — customer support and bookkeeping support]
Services and deliverables [List each deliverable or recurring task, with the format and channel of delivery]
Schedule [Start date; milestones; working hours overlap, e.g. 4 hours within 9:00–17:00 [CLIENT TIME ZONE]; response time]
Fees [USD [RATE] per hour, invoiced monthly, capped at [HOURS] hours per month without written approval] / [USD [AMOUNT] fixed fee: [50]% on signing, [50]% on acceptance]
Acceptance A deliverable is accepted if the Client does not report a defect within [5] business days after delivery.
Tools and accounts [Tools the Client provides: logins, software seats. Tools the Freelancer provides: computer, internet, back-up power.]
Contact persons Client: [NAME, EMAIL]. Freelancer: [NAME, EMAIL, PHONE].
NOTES — delete this page before printing
• Who this is for: a Filipino freelancer, virtual assistant or professional working from the Philippines for a client abroad, paid in foreign currency.
• Independent contractor: in the Philippines the existence of employment is judged by the facts — mainly the employer’s power of control over the means and methods of the work (the four-fold test in case law). Keep the practice consistent with Articles 1 and 5: your own tools and hours, results-based work, other clients allowed.
• Taxes: you register with the BIR (Form 1901), issue registered invoices (since the Ease of Paying Taxes Act, RA 11976, and RR No. 7-2024 the invoice is the primary document for services), keep books of accounts and file 1701Q/1701A, plus 2551Q if you are on graduated rates. Foreign clients do not issue BIR Form 2307.
• Currency: record the peso equivalent of each payment in your books (rate of the bank/Wise credit, or the BSP reference rate) and use the same method all year.
• Signing: e-signatures are valid under RA 8792. For a high-value project, keep the signed PDF and the e-mail thread in which both Parties confirmed it.
• Governing law: choosing Philippine law is natural for you; many clients will insist on their own law. Online arbitration or small-claims procedure in the client’s country may be cheaper than courts.
• Check the current rules and, for large contracts, ask a Philippine lawyer. This template is not legal or tax advice.
Field labels in [SQUARE BRACKETS, CAPITALS] must be completed or deleted. Alternatives are separated by a slash (e.g., [HIS/HER]). © Layers (layers.md), licensed under CC BY 4.0 (https://creativecommons.org/licenses/by/4.0/). You may adapt and reuse this template with attribution. Template — check against the current BIR/DepEd rules. Not tax/legal advice.
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Template — check against the current BIR/DepEd rules. Not tax/legal advice. © Layers (layers.md) · CC BY 4.0