REF: FREELANCE-GIG-WORKER-MASTER-AGREEMENT FREELANCE GIG WORKER MASTER AGREEMENT
THIS MASTER FREELANCE SERVICE AGREEMENT is entered into on this [Agreement Date] at the jurisdiction specified herein,
BY AND BETWEEN:
1. [Freelancer Full Name], an independent professional and gig worker residing at [Freelancer Residential Address], holding Permanent Account Number (PAN) [Freelancer PAN] (hereinafter referred to as the "Freelancer", which expression shall unless repugnant to the context include their legal heirs, executors, and permitted assigns) of the FIRST PART;
AND
2. [Client / Business Name], an entity or individual having its principal place of business / registered office at [Client Registered Office Address], holding Goods and Services Tax Identification Number (GSTIN) [Client GSTIN] (hereinafter referred to as the "Client", which expression shall unless repugnant to the context include its successors-in-interest and authorized representatives) of the SECOND PART.
The Freelancer and the Client are hereinafter individually referred to as a "Party" and collectively as the "Parties".
WHEREAS:
A. The Client is engaged in commercial business operations requiring specialized professional gig and project-based freelance services.
B. The Freelancer possesses independent technical skill, professional proficiency, and domain expertise required to perform the services.
C. The Parties desire to enter into this legally binding agreement pursuant to the provisions of the Indian Contract Act 1872 to govern their engagement.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED HEREIN, THE PARTIES AGREE AS FOLLOWS:
1. ENGAGEMENT AND SCOPE OF SERVICES
1.1 The Client hereby engages the Freelancer as an independent contractor, and the Freelancer accepts such engagement, to execute the project titled and described as follows:
[Project Title and Description]
1.2 The Freelancer shall deliver the specific work products, milestones, and output described as follows:
[Detailed Scope of Deliverables]
1.3 The Freelancer shall complete and submit all deliverables in accordance with the project timeline: [Project Timeline and Completion Schedule].
2. COMMERCIAL TERMS AND REMUNERATION
2.1 In consideration of the satisfactory performance of the services, the Client shall pay the Freelancer a total agreed professional fee of INR [Total Agreed Consideration (in INR)] (Indian Rupees).
2.2 The consideration shall be disbursed in accordance with the agreed payment milestones:
[Payment Terms and Milestones]
2.3 The Client shall deduct applicable Tax Deducted at Source (TDS) pursuant to Section 194J or Section 194C of the Income Tax Act 1961, as applicable, and shall issue statutory Form 16A TDS certificates to the Freelancer within statutory timelines.
2.4 Any applicable Goods and Services Tax (GST) shall be charged extra in compliance with the Central Goods and Services Tax Act 2017, provided the Freelancer possesses a valid GST registration.
3. INDEPENDENT CONTRACTOR AND GIG WORKER STATUS
3.1 The Parties explicitly declare that this Agreement creates a principal-to-principal relationship between independent contracting entities under the Indian Contract Act 1872.
3.2 Nothing herein shall be construed as creating an employer-employee, master-servant, agency, or partnership relationship.
3.3 The Freelancer acknowledges that pursuant to the Code on Social Security 2020, they operate as an independent gig worker and are not entitled to provident fund under the Employees Provident Funds Act 1952, employee state insurance under the ESI Act 1948, bonus, gratuity, or paid employee leave.
4. INTELLECTUAL PROPERTY RIGHTS
4.1 The allocation of intellectual property created during the engagement shall be governed as follows:
Full Assignment to Client upon Full Payment
4.2 Where full assignment is agreed, upon realization of full consideration by the Freelancer, all copyright, design rights, patentable inventions, and proprietary documentation developed under this Agreement shall stand assigned to the Client pursuant to Section 19 of the Copyright Act 1957.
4.3 The Freelancer reserves the non-exclusive, perpetual right to display the completed work in professional portfolios, resume credits, and case studies, subject to redaction of confidential data.
5. CONFIDENTIALITY AND NON-DISCLOSURE
5.1 Each Party acknowledges that it may receive proprietary, technical, financial, or commercial information of the other Party.
5.2 The scope of confidentiality and protection obligations shall be:
[Confidentiality Obligations]
5.3 The receiving Party shall maintain strict confidentiality using no less than reasonable degree of care, and shall comply with the Information Technology Act 2000 and the Digital Personal Data Protection Act 2023.
6. RESTRICTIVE COVENANTS AND NON-SOLICITATION
6.1 In accordance with Section 27 of the Indian Contract Act 1872, the Parties agree to reasonable non-solicitation covenants as set out below:
[Non-Compete and Non-Solicitation Terms]
6.2 The Freelancer shall not actively solicit the employees or ongoing customers of the Client introduced during this specific engagement for the period stipulated herein.
7. WARRANTIES AND LIMITATION OF LIABILITY
7.1 The Freelancer warrants that all deliverables shall be original work and shall not infringe any third-party patent, trademark, copyright, or trade secret.
7.2 Except in cases of gross negligence, fraud, or intentional misconduct, neither Party shall be liable for indirect, incidental, or consequential damages. The Freelancer aggregate liability shall not exceed the total fees paid under this Agreement.
8. TERMINATION
8.1 Either Party may terminate this Agreement by giving written notice of 14 calendar days to the other Party.
8.2 In the event of early termination, the Client shall pay the Freelancer pro-rata compensation for all completed and accepted milestones up to the date of termination.
9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1 This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India.
9.2 Any dispute, difference, or controversy arising out of this Agreement shall be referred to arbitration in accordance with the Arbitration and Conciliation Act 1996 by a sole arbitrator mutually appointed by the Parties. The seat and venue of arbitration shall be in India, and proceedings shall be conducted in English.
9.3 Subject to arbitration, the civil courts having territorial jurisdiction over the Freelancer place of residence shall have exclusive jurisdiction.
IN WITNESS WHEREOF, the Parties hereto have executed this Freelance Gig Worker Master Agreement on the date first above written.
FREELANCER:
Signature: ___________________________
Name: [Freelancer Full Name]
PAN: [Freelancer PAN]
CLIENT:
Signature: ___________________________
Name: [Client / Business Name]
GSTIN: [Client GSTIN]
SCHEDULE OF TERMS, COVENANTS & CONDITIONS(6 ACTIVE CLAUSES)
1. TENURE & TERM OF LEASE: The term of this lease/tenancy shall be for a fixed duration of {{duration_months}} months commencing on {{commencement_date}} and terminating on {{expiry_date}} unless renewed by mutual consent.
2. MONTHLY RENT & DUE DATE: The Second Party covenants to remit a monthly rent of Rs. {{monthly_rent}} payable in advance on or before the {{rent_due_day}} day of each calendar month.
3. REFUNDABLE SECURITY DEPOSIT: The Second Party has deposited an interest-free refundable security sum of Rs. {{security_deposit}} with the First Party, returnable within 7 banking days of vacant handover.
4. PERMITTED USE OF PREMISES: The demised premises shall be utilized exclusively for lawful residential dwelling purposes and shall not be converted into commercial or industrial use.
5. STATUTORY ARBITRATION (ACT 1996): Any dispute arising hereunder shall be referred to a sole arbitrator appointed mutually under the Arbitration and Conciliation Act, 1996, with seat of arbitration in the execution city.
6. SUB-LEASE & ASSIGNMENT PROHIBITION: The Second Party is strictly prohibited from sub-letting, parting with possession, or assigning any portion of the premises to third parties without prior written consent.
ATTESTATION BY INDEPENDENT WITNESSES (AS PER APPLICABLE LAW)
First Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
Second Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
