Independent Freelancer & IP Assignment Agreement

Module: Utsav Works™ (Service Contract)
Document Type: Model Agreement
Trademark: Utsav Works™ is a trademark of MyMahotsav Futuretech Ltd
Effective Date: 24th February 2026
Version: 1.0

Part A: Plain English Summary #

Your Service Contract Template #

This document is a model agreement that governs the relationship between Client and Freelancer for specific projects. By using Utsav Works™, you agree that this contract is incorporated into every Service Contract formed on the platform .

The Simple Truth #

• This Is Your Contract: When you accept a bid or purchase a task, you’re agreeing to these terms with the other party.

• Covers the Essentials: Scope, payment, deadlines, IP ownership, and dispute resolution.

• Customizable by Agreement: You and the other party can agree to modify these terms, but any changes must be documented in Platform messaging .

• IP Transfers Upon Payment: Unless you agree otherwise, the Freelancer assigns all rights to the Client when payment is made .

Part B: Independent Contractor Agreement Template #

THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is entered into between the Client and Freelancer (each a “Party” and collectively the “Parties”) through the Utsav Works™ platform.

BY ACCEPTING A BID, PURCHASING A TASK, OR COMMENCING WORK ON A PROJECT, THE PARTIES AGREE TO BE BOUND BY THIS AGREEMENT.

1. SERVICES #

1.1 Scope of Work: Freelancer agrees to perform the services described in the Project posting, bid, Task description, or as mutually agreed in Platform communications (“Services”).

1.2 Performance: Freelancer will perform the Services in a professional and workmanlike manner, consistent with industry standards.

1.3 Independent Contractor: Freelancer is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship .

1.4 No Exclusivity: This Agreement does not create an exclusive relationship. Client may engage other contractors, and Freelancer may perform services for others.

2. TERM AND TERMINATION #

2.1 Term: This Agreement commences on the date of bid acceptance or Task purchase and continues until the Services are completed and paid for, unless earlier terminated.

2.2 Termination by Client: Client may terminate this Agreement at any time by providing notice through the Platform. Freelancer is entitled to payment for Services performed and accepted up to the date of termination .

2.3 Termination by Freelancer: Freelancer may terminate this Agreement at any time by providing notice through the Platform. Freelancer is entitled to payment for Services performed and accepted up to the date of termination .

2.4 Effect of Termination: Upon termination, Freelancer must promptly deliver all completed work product and return or destroy any Confidential Information.

3. PAYMENT AND FEES #

3.1 Fees: Client agrees to pay Freelancer the fees specified in the Project, bid, or Task (“Fees”).

3.2 Payment Terms: Fees shall be paid in accordance with the Utsav Works™ Escrow, Payment & Dispute Resolution Policy.

3.3 Expenses: Unless otherwise agreed, Freelancer is responsible for all expenses incurred in performing the Services.

3.4 Taxes: Freelancer is solely responsible for all taxes arising from this Agreement .

4. INTELLECTUAL PROPERTY #

4.1 Ownership of Work Product: Upon full payment of all Fees, Freelancer irrevocably assigns to Client all rights, title, and interest in and to the work product created under this Agreement (“Work Product”), including all copyrights, patent rights, and other intellectual property rights .

4.2 Work for Hire: To the extent permitted by law, Work Product shall be considered a “work made for hire.” To the extent any Work Product does not qualify as work made for hire, Section 4.1 applies.

4.3 Moral Rights: To the extent permitted by law, Freelancer waives any moral rights in the Work Product.

4.4 Third-Party Materials: Freelancer warrants that any third-party materials incorporated into the Work Product are properly licensed to permit Client’s use.

4.5 Pre-Existing Materials: Freelancer retains ownership of any pre-existing materials. Freelancer grants Client a perpetual, irrevocable license to use any pre-existing materials incorporated into the Work Product.

4.6 Portfolio Rights: Client grants Freelancer a non-exclusive license to display the Work Product in Freelancer’s portfolio, unless Client objects in writing .

5. CONFIDENTIALITY #

5.1 Confidential Information: “Confidential Information” means all non-public information disclosed by one Party to the other, including business plans, customer information, technical data, and project specifications.

5.2 Obligations: The receiving Party agrees to :

• Use Confidential Information only to perform under this Agreement

• Protect Confidential Information using reasonable care

• Not disclose Confidential Information to third parties

5.3 Exceptions: Confidential Information does not include information that :

• Is or becomes publicly available without breach

• Was rightfully in the receiving Party’s possession before disclosure

• Is independently developed without use of Confidential Information

5.4 Return of Information: Upon termination, each Party must return or destroy all Confidential Information.

6. REPRESENTATIONS AND WARRANTIES #

6.1 Mutual Warranties: Each Party represents and warrants that :

• They have the authority to enter this Agreement

• They will comply with all applicable laws

6.2 Freelancer Warranties: Freelancer represents and warrants that :

• The Services will be performed in a professional manner

• The Work Product will be original and not infringe third-party rights

• Freelancer has the right to enter this Agreement

6.3 Client Warranties: Client represents and warrants that :

• They have the right to have the Services performed

• They will provide timely feedback and information

7. LIMITATION OF LIABILITY #

7.1 No Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

7.2 Cap on Liability: EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT.

7.3 Exceptions: Nothing in this Section limits liability for :

• Breach of confidentiality

• Intellectual property infringement

• Fraud or willful misconduct

8. DISPUTE RESOLUTION #

8.1 Governing Law: This Agreement shall be governed by the laws of England and Wales .

8.2 Dispute Process: Any dispute arising out of or relating to this Agreement shall be resolved in accordance with the Utsav Works™ Escrow, Payment & Dispute Resolution Policy.

8.3 Arbitration: Disputes not resolved through mediation shall be resolved through binding arbitration in London, England.

9. GENERAL PROVISIONS #

9.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties regarding the Services.

9.2 Amendment: This Agreement may only be amended by written agreement documented through Platform communications.

9.3 Severability: If any provision is found unenforceable, the remaining provisions remain in effect.

9.4 Waiver: The failure to enforce any provision is not a waiver.

9.5 Notices: All notices shall be sent through the Platform messaging system.

Part C: International Addendum #

For Cross-Border Engagements #

C.1 Currency: All payments shall be in the currency specified at checkout.

C.2 Tax Forms: US-based Freelancers may need to provide Form W-9; non-US Freelancers may need to provide Form W-8BEN .

C.3 Data Transfers: Personal data may be transferred across borders as necessary to perform the Services.

C.4 Local Law Compliance: Freelancers are responsible for complying with local laws regarding freelance work, business registration, and tax obligations.