New Client - Including standard Contract terms like IP, Confidentiality, Liability, etc. in Proposal

[f8bae91b]

I am used to having standard boiler plate for a contract that protects both free-lancer and client regarding items like intellectual property ownerhip/protection, confidentiality, liability requirements, and conflict of interest.   

I am unable to find anything in Upwork that covers those items regarding the scope of work between the free-lancer and client.  Aside from billing and Upwork's own terms of use (e.g., protection of Upwork's IP), the only item I can find is Upwork's NDA.

Question 1. Does Upwork cover these items, or is it my responsibility to include these in the Proposal?

Question 2. If Upwork does cover these items, where do i find that information?

I was writting the items up in the work proposal, and asked the freelancer if they had liability insurance.  They stated they did not,  and to sum up stated they would only do Upwork's NDA - they would not accept a proposal with other contract terms.  This seems like a huge risk to all parties, and it is unlikely that we would engage business without that protection.

Guidance appreciated regarding Questions 1 and 2!

[prestonhunter]

re: "I am used to having standard boiler plate for a contract that protects both free-lancer and client regarding items like intellectual property ownerhip/protection, confidentiality, liability requirements, and conflict of interest. "

You MAY do that. If you want to.

But you DO NOT NEED to do that.

As a client, I have hired over 180 freelancers on Upwork.

Nearly all of these contracts have been to produce intellectual property that I will own all rights for.

I HAVE NOT USED extra contracts.

All of that is already built into the standard contract freelancers and clients agree to when they enter in to contracts on Upwork.

re: "Question 1. Does Upwork cover these items, or is it my responsibility to include these in the Proposal?"

Yes. Upwork already covers these. You DO NOT NEED to include these in a proposal or job listing or anywhere else.

re: "Question 2. If Upwork does cover these items, where do i find that information?"

https://www.upwork.com/legal

re: "I was writting the items up in the work proposal, and asked the freelancer if they had liability insurance. They stated they did not, and to sum up stated they would only do Upwork's NDA - they would not accept a proposal with other contract terms. This seems like a huge risk to all parties, and it is unlikely that we would engage business without that protection."

No. Freelancers absolutely do NOT need liability insurance.

Upwork does not provide "liability insurance."

For more than 99% of contracts on Upwork, I can assure you that liability insurance is absolutely unnecessary.

[prestonhunter]

re: "I was writting the items up in the work proposal, and asked the freelancer if they had liability insurance. They stated they did not, and to sum up stated they would only do Upwork's NDA - they would not accept a proposal with other contract terms."

A freelancer who does NOT have liability insurance is very wise.

It would be extremely rare for any freelancer to need liability insurance.

If you would like to ask about what type of work you are hiring for and why you think the freelancer or you should have have liability insurance, please feel free to post additional questions or information.

I can assure you that it is EXTREMELY RARE for any Upwork freelancer to have liability insurance.

I would not be surprised if many freelancers would end communications with a client who asked about this or pursued this topic.

But you may be thinking of a very niche industry or job type. Upwork is a general-use freelancing platform. Perhaps what you are involved in is very different than what I have been involved in as a client and freelancer.

[f8bae91b · Accepted solution]

Thanks!

I found the Upwork's legal section after writing my post - thanks for confirming that is the place to look! 

Section 2.1 under User Agreement clarified that the users (e.g., client and free-lancer) are responsible regarding the terms and conditions of the contract, etc.   It also directed me to the Optional Service Contract Terms in the legal section, which included most of the contract terms I was looking for.

The choice of contract terms, I believe, is often related to the parties' needs and situation.  In our case, libability is a concern. 

At this time, I plan on referencing agreement by both parties to Upwork's Optional Service Contract Terms in the contract.  I'm now assessing if any exceptions are needed per my company.

[25005175]

Interesting fact: the "Optional" Service Contract Terms are actually default. The option is to opt out of the specific elements.

[32c2170e]

https://www.upwork.com/freelancers/~01aff4b88f5e043968 review my profile 

[022228f8]

Shakila I reviewed your profile, and your profile is well.

[attorneysergei]

1. Does Upwork cover these items, or is it my responsibility to include these in the Proposal? Upwork has a User Agreement that both freelancers and clients agree to when they join the platform. This User Agreement does cover topics like confidentiality, ownership of work product, and dispute resolution. However, it does not go into specific details about individual job agreements between freelancers and clients. For more specific terms, clients often create a contract or use an additional NDA for the freelancer to sign.

2. If Upwork does cover these items, where do i find that information? The details about what is covered by Upwork's User Agreement can be found on their Terms of Service page. You'll find information on proprietary rights, confidentiality, and more in this document.

With regard to your specific situation with the freelancer, it is indeed not uncommon for clients to ask freelancers to agree to specific contract terms beyond Upwork's NDA, especially when the work involves sensitive information or specific intellectual property concerns. However, the freelancer is also within their rights to decline if they're not comfortable with these terms.

If a freelancer doesn't have liability insurance and is unwilling to agree to your terms, it may indeed be a risk you're not willing to take. In that case, you might need to find a different freelancer who is willing to meet your terms or consider purchasing a business liability insurance policy to cover any potential damages.

Ultimately, while Upwork does offer some protection, it's important to remember that these protections may not be sufficient for all types of work. For more specialized or high-risk projects, additional legal agreements or insurance policies may be needed.

[2536035f]

Hi ,well i am also new to Upwork but they actually send some client to you.