Freelance writer_writing service contract basic contract + individual contract

[Freelance writer_writing service contract basic contract + individual contract]

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This is a template for a basic contract and individual contract for outsourcing writing services to a freelance writer. It is a set of both a basic contract and an individual contract sample, assuming a continuous transaction.

★Complies with the "Act on the Fairness of Transactions between Freelancers and Businesses."
→ Reference (our firm website): About mandatory laws | Freelance and Business Transaction Fairness Act
https://keiyaku.info/dk03.html

→The following provisions are included as "special provisions" at the end of the basic contract.
・Safety and hygiene (taking necessary precautions to prevent accidents and harassment)
・Establishment and clarification of policies regarding harassment ・Consideration for childcare and nursing care

★There are some points to keep in mind in order to ensure that the contract for work with an individual is lawful.
→We would appreciate it if you could refer to our office's website.
Contract for services (for sole proprietors and freelancers)
http://keiyaku.info/ukeoi03.html

[Reference (our firm's website)]
Freelance Writer Contract | Content Business
http://keiyaku.info/contents01.html

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[There has been an increase in transactions and contracts related to content production, such as text and images]

Even on the Internet, it is undoubtedly important to post original and valuable content rather than simply attracting traffic.

→In the real content business, it is common knowledge that "only magazines and books that contain valuable content will sell and be recognized," but the same situation is now emerging in the online content business.

In other words, people with the specialized knowledge and skills to create valuable content will ultimately have an advantage in both real-world and internet businesses.
→We are entering an era where many transactions and contracts are being made regarding the creation of content such as text and images.

Examples of writing tasks include:
(1) Writing articles about specific regional information to be posted on travel information sites.
(2) Writing specific information for SEO purposes to be posted on a website.
(3) Copywriting work to create texts to be posted on blogs to promote specific products.
(4) Writing articles on specific topics to be published in specific sections of magazines.
(5) Writing texts on specific fields of expertise to be included in individual chapters of books.

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★ Clauses included in the "Freelance Writer_ Writing Service Outsourcing Basic Agreement + Individual Agreement"
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Article 1 (purpose, business content)
Article 1 is a clause that defines the business content.
Section 1: (1)(2)(3): In the section titled "Work to write a document regarding...," please describe the work to be entrusted to Party B (freelance writer).
Paragraph 2: In a continuous business outsourcing contract, it is useful to conclude a "basic contract" for the convenience of administrative processing and for the protection of claims.
The general terms and conditions that apply to all other individual contracts will be set out in the basic contract.
→This contract is the "basic contract" for individual contracts.
→ Individual contracts will be created as necessary. Individual contracts will specify specific matters (e.g., specific work content, location, schedule, etc.).
*It also states, "In the event that the individual contract contains provisions that differ from those of this Agreement, the individual contract shall, in principle, take precedence over this Agreement."
→Of course, it is possible to stipulate that "this contract takes priority," but it is more flexible to stipulate provisions tailored to the actual circumstances of each business in individual contracts,
It is common to give priority to individual contracts, as in this case.
Section 3: This section stipulates that individual contracts may be concluded not only in writing but also by electronic means such as email or chat tools.

Article 2 (Entire Agreement, Additions and Changes to Business, etc.)
Clause 1: It is confirmed that if there is any agreement between Party A and Party B made prior to this Agreement that "contradicts" the contents of this Basic Agreement, the contents of this Agreement shall take precedence.
→ Even if an employment contract or a contract for services has previously been concluded between Party A and Party B, this contract will take precedence as a general rule.
Section 2: This section provides for the case where Party A requests Party B to perform additional work related to the work in question.
Paragraphs 3 and 4: These are provisions in the event that there is a reason to change the content of this business.

Article 3 (Responsibility for business execution)
Section 1: This is a provision regarding the "duty of care." Generally, the performance of entrusted business is considered sufficient if it is performed with the same care as a prudent manager (the so-called duty of care), as in the handling of delegated affairs. The "duty of care" refers to the degree of care generally required in a person's occupation or social position.
Clause 2: The obligations that Party B must bear in carrying out the Business in question include not infringing the rights of third parties (including, but not limited to, copyright), not violating laws and regulations, and not being contrary to public order and morals.
Section 3: Provisions regarding what to do if it becomes clear that the work cannot be carried out as agreed upon.
Section 4: Provisions regarding cases where Party B subcontracts the entrusted work to a third party.

[Other examples of regulations are listed below]
・Provisions regarding the use of business cards (When Party B conducts sales activities or interviews for the purpose of carrying out business, Party B may use Party A's (the client's) business card and act in Party A's name. This section is a provision to deal with such cases.)
- Provisions that require Party B to have a certain qualification or work history in order to carry out the work, as a condition of entering into this contract. For example, when entrusting Party B with the task of writing a document in a certain field, the condition is that Party B has a qualification in that field. (Example: a cosmetology license in the beauty industry.)

Article 4 (Delivery and Inspection)
Article 4 is a clause regarding delivery and inspection of the deliverables.
Section 1: This section contains regulations regarding the delivery format, delivery method, and delivery date of the work deliverables (text). The delivery format is "Word file" in line with the method of calculating the fee. (Please change this according to the actual situation.)
Paragraphs 2 and 3: These are provisions regarding Party A's inspection (confirmation of contents, etc.) when the deliverables are delivered.
*'Within 8 days from the delivery date' - For example, if the delivery date is January 5th, '8 days from the delivery date' would be January 12th.
* "However, Party A may only give Party B instructions to make such corrections twice after delivery." → Please delete if unnecessary.

Article 5 (Service fees, expenses, and payment methods)
Article 5 is a clause regarding remuneration, expenses, and payment methods for the service.
Section 1: This section stipulates the compensation for the work to be outsourced. Compensation is calculated based on the number of characters calculated using the character calculation function in the Word file.
*As an alternative example to paragraph 1, the provision stating "The fee shall be ○% of the base price (tax included) for each copy of the book published" is also included.
Section 2: Sets out the cost burden.
Clause 3: Party A will pay Party B the fees and expenses by transferring them to the account of the financial institution designated by Party B. (Please adjust the closing date and payment due date to suit your routine.)
*In addition, we have also included alternative examples to paragraphs 2 and 3 in which Party B (freelance writer) shall bear all expenses incurred in carrying out the work.

Article 6 (Handling of rights related to deliverables)
Article 6 contains provisions regarding the handling of rights related to the results of the work.
In this case, intellectual property rights such as copyrights are transferred from Party B (freelance writer) to Party A (client) upon payment of compensation.
Ownership of the media and documents storing or recording the deliverables, as well as any copies thereof (CD-Rs, etc.), will also be transferred to Party A (the Client) upon payment of the fee.

*The "transfer of copyright" must be clearly stated in the contract.
For reference: Our office website: http://keiyaku.info/copy01.html

Clause 4: If the final product is a work with a limited number of prints, it may have proprietary value in itself, so particular care must be taken.
On the other hand, if the work is delivered in electronic data format on a floppy disk or CD-ROM, ownership of the work is less likely to be an issue.

★An example of Article 6 is also provided in the case where intellectual property such as copyright related to the deliverables is reserved to Party B (freelance writer).

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[About the copyright transfer agreement]
・Even if you request the creation of a copyrighted work and pay a fee, this does not mean that the copyright is transferred. Even if you pay an honorarium or fee to have someone create a copyrighted work and receive the work, in principle, the copyright is not transferred. If you wish for the copyright to be transferred, this must be clearly stated in the contract.

- When copyright is transferred, the transferee can freely use the work and consent to others using it, but even if the transferor is the author, he or she will not be able to use the work without the transferee's consent.
When copyright is transferred, the transferee becomes the copyright owner, and not only can the transferee use the work themselves, but they can also consent to others using the work, and in the event of a copyright infringement, they can request an injunction to stop the use. They can also re-transfer copyright.
Conversely, without the consent of the assignee (copyright holder), the assignor will not be able to use the work, even if they are the author, and they may be restricted from creating similar works. Therefore, (from the assignor's perspective) the assignment of copyright must be done carefully. If the assignor plans to use the work in a certain way or create similar works in the future, it may be a good idea to obtain this consent at the time of assignment.

・The scope of copyright to be transferred must be clearly stated.
"Copyright may be assigned in whole or in part" (Article 61, Paragraph 1), so the copyright assignment agreement must clearly state the scope of the copyright to be assigned.
Copyright law does not have rights called "rights of use" or "rights of exploitation." In contracts, please make clear what is being transferred by using the names of rights stipulated in copyright law.

- If you transfer rights to a derivative work, you must clearly state this.
If a copyright transfer contract does not specifically state that rights related to derivative works (the right to create derivative works and the right to exploit derivative works) are included in the purpose of the transfer, they are presumed not to be included in the transfer (Article 61, Paragraph 2). Therefore, if rights related to derivative works (the rights stipulated in Articles 27 and 28 of the Copyright Act) are also included in the transfer, this must be clearly stated in the contract.

[About moral rights of authors]
"Moral rights" cannot be transferred. Therefore, whether the copyright of the work is held by the author or transferred to the client, the author retains the moral rights. If there is a possibility that issues regarding moral rights may arise regarding the use of the work, it is necessary to create a contract that takes this into consideration.
The moral rights of authors include the right to maintain the integrity of the work, the right to display the author's name, and the right to make the work public.

・Right to preserve the integrity of a work Unauthorized alteration of the content or title of a work constitutes a violation of the right to preserve the integrity of a work. Furthermore, even the following alterations may raise issues regarding the right to preserve the integrity of a work:
In the case of photographs: changing the size, color tone, aspect ratio, removing parts, etc. In the case of text: changing trailing kana, changing particles such as hiragana, changing kana spelling, changing line break positions, etc. For this reason, there may be provisions that require prior approval from the author when making any modifications, or in certain cases, provisions that allow modifications without the author's approval.

When using a work, the name of the author must be indicated, but it is a good idea to specify in advance in the contract what kind of author name should be indicated. If the author's name does not need to be indicated, this should be clearly stated in the contract.

- Right to Publication Under the Copyright Act, authors are granted the "right to publication." It is important to clarify the specific timing and method of publication. In the case of a license agreement, the timing of publication of the work can also be stipulated in the contract contents. If the author does not specify the timing of publication, it is likely that the contract will not include any mention of publication, but in some cases, the contract will state this clearly to make it clear that it is left up to the user.

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Article 7 (Liability for damages, exemption from force majeure)
Article 7 is a clause regarding compensation for damages and exemption from force majeure.
Section 1: The following proviso (written in red) is a provision that limits the scope of liability for damages. (Please modify or delete as necessary.)
Section 2: This section provides for exemption from liability in cases where the contracting parties are not at fault, such as force majeure events such as natural disasters and other natural disasters.

Article 8 (Obligation to maintain confidentiality)
Article 8 is a clause regarding confidentiality obligations.
Section 1 stipulates the obligation to maintain confidentiality.
Section 2 provides that certain information that must be excluded from information that is classified as confidential is not included in the information that is classified as confidential.

Article 9 (Protection of Personal Information)
Article 9 is a clause that contains careful provisions regarding the protection of personal information.

★Our office also handles the creation of basic personal information protection policies and privacy policies.
http://keiyaku.info/web04.html

Article 10 (Prohibition of Transfer of Rights and Obligations)
Article 10 prohibits the assignment of rights and obligations arising from this Agreement.
Under the Civil Code, the creditor is generally free to assign his/her claim (Article 466, Paragraph 1 of the Civil Code), but it is possible to make the claim non-transferable by adding a special clause prohibiting assignment (Article 466, Paragraph 2 of the Civil Code).

Article 11 (Validity Period)
Article 11 is a clause that sets the validity period.
* "From year month day to year month day" can also be written as "From the date of execution of this contract to year month day" or "For one year from the date of execution of this contract."
*Please determine the validity period according to the actual situation.
*If you do not want the validity period to be automatically renewed,
Please delete the following: "However, if neither party expresses any objection at least three months prior to the expiration of the term, this Agreement will be automatically renewed for another full year, and the same shall apply thereafter."
(Even if you delete it, you are free to enter into a new contract.)

Article 12 (Termination of Contract)
Article 12 stipulates the right to terminate this contract and also provides for the right to claim damages. Under the Civil Code, the right to terminate arises if the other party fails to fulfill its contractual obligations (statutory right to terminate, Articles 541 and 543 of the Civil Code).

Article 13 (Exclusion of anti-social forces such as organized crime groups)
Article 13 is a clause regarding organized crime and other anti-social forces.

Article 14 (Discussion matters)
Article 14 is the clause regarding matters to be discussed.

Article 15 (Governing Law and Jurisdiction)
Article 15 is the clause regarding governing law and jurisdiction.
The "district court or summary court with jurisdiction over the location of Party A's head office" can also be specifically stated as "Tokyo District Court or Tokyo Summary Court."

[Special agreement]

Article 16 (Safety and Health)

Paragraph 1: Given that Party B will be working individually, this requires the Client to take into consideration Party B's safety, including his life and physical health, in accordance with Article 5 of the Labor Contract Act. Article 5 of the Labor Contract Act states that "safety of life, physical health, etc." includes mental and physical health, and so this example provision also requires consideration for Party B's mental and physical health in accordance with this.

Furthermore, the Freelance Act requires Party A to establish a system to respond to consultations from freelancers regarding various types of harassment (power harassment, sexual harassment, maternity harassment) committed against Party B, who is a freelancer, and to take the necessary measures to prevent and improve harassment (Article 14 of the Act). Therefore, after the Act comes into effect, it is possible to change Paragraph 1 to read, "Party A shall take the necessary measures to prevent accidents and harassment."

Clause 2: This provision is based on the fact that it is desirable to identify the person in charge of managing the safety and health of staff, etc., and notify them in writing, etc., in order to establish a system of responsibility for safety and health on-site. In this example provision, the safety and health manager is to be notified in writing, etc., but if the safety and health manager is identified at the contract stage, it is also possible to clearly state his or her name, etc.

Article 17 (Harassment Policy)

*The following ordering businesses are obligated to "establish a system to prevent harassment" for freelancers.
●Businesses that outsource work to freelancers ●Employ employees ●Outsourcing work for a certain period or longer

Reference (our firm website): About mandatory laws | Freelance and Business Transaction Fairness Act
https://keiyaku.info/dk03.html

Specific anti-harassment measures include the following:
■ Formulating a policy regarding harassment ■ Establishing a consultation desk and person in charge and clearly indicating their contact details ■ Holding a seminar on harassment prevention before filming begins ■ Communicating the definition and examples of harassment in writing ■ Communicating the response flow in advance in writing when harassment occurs

There are also industry associations that provide and publish guidelines for anti-harassment measures.
It is also possible for Party A to establish its own guidelines for each film production site by referring to various publicly available guidelines and examples.

The Ministry of Health, Labour and Welfare provides specific examples of guidelines and information to raise awareness of workplace harassment prevention measures at the link below.

【reference】
"Example of a notice document regarding measures against sexual harassment"
From the Ministry of Health, Labor and Welfare and Prefectural Labor Bureau, "(For employers) Let's take measures against sexual harassment in the workplace!" (accessed January 5, 2024)
https://www.mhlw.go.jp/content/11900000/000333510.pdf

Ministry of Health, Labor and Welfare, Yamagata Labor Bureau | Employment Environment and Equality Office Harassment Countermeasures and Various Regulations Download (Download sample documents for harassment countermeasures against freelancers)
https://jsite.mhlw.go.jp/yamagata-roudoukyoku/roudoukyoku/gyoumu_naiyou/koyoukankyoukintousitu/kiteirei.html

Article 18 (Consideration for childcare and nursing care)

Under the Freelance Workers Act, if the contracted work is to be continued for a certain period of time or longer, the client is required to take appropriate measures to ensure that the freelancer is able to continue working while also balancing their work with childcare or nursing care responsibilities (Article 13 of the same Act).

[Individual contract sample]
Individual contract for writing services
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This is a sample individual contract. It specifies the specific work content, remuneration, and delivery date, and everything else is governed by the basic contract.

Article 1 (Service details of individual contract)
Article 1 is a clause that specifies the content of the individual work to be outsourced.
→Here we include the task of "selecting trending words."

Article 2 (Remuneration)
Here, the reward is stated as "XX yen (excluding consumption tax)."
Here, the reward is stated as "XX yen (excluding consumption tax)."
→ Another example of remuneration: "Party A will pay Party B XX yen (excluding consumption tax) per character as remuneration for this individual task. Party A will calculate the number of characters using the character count calculation function in the Word file.

Article 3 (Delivery Date)

Article 4 (Handling of matters not stipulated in the individual contract)
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* Includes annotations and comments. WORD file format, so you can customize it however you like.
★We also accept customization on our side (separate quote required).

Contract Creation e-Course by MBA Administrative Scrivener Okada Asahi Office
https://keiyaku.info