Andrea D wrote:
A company on Upwork wants to hire me to write a document for them but they are asking for a seperate agreement outside of Upwork in addition to hiring me on Upwork. They want the document to be a contract that details the scopeo, deliverables, payment terms, etc. I told them that would all be on the Upwrok proposal but they said they need something seperate before they can authorize payment.
Has anyone ever heard of that? I dont want to violate the Upwork terms.
My experience has been that most clients rely on the Upwork TOS as their contract. In my opinion, these clients probably don't give a lot of thought to liability, etc. and just assume all is well unless something goes wrong.
Some clients have asked me to sign a separate NDA. They need it because someone in their organization tells them to get it or they want to make sure their NDA language is part of our agreement. Not a big deal for me as long as it is an actual NDA and not a "kitchen sink" agreement posing as an NDA. I have also successfully negotiated to change the terms of an NDA that overreached. However, I was working directly with the CEO of the company, so there was no one else telling them what they had to do.
Other clients (usually off Upwork) will ask you to sign their standard independent contractor agreement. I suspect that in most cases they are large organziations that have internal controls that prohibit payment unless this contract is on file. Sometimes a smaller startup will ask for a similiar contract because that's what their lawyer gave them and told them to always get signed. In both instances, the person you are dealing with likely doesn't understand all the implications of the contract or has limited authority (or the knowledge) to negotiate it.
In my opinion, these idependent contractor agreements, they often include almost identical IP language that is very broad. They may also include choice of jurisdiction and law, indemnification and other provisions which make the cost of a contract going bad far exceed the value of the fees the freelancer can earn. Personally, I'm not signing a contract that could put me on the hook for thousands of legal and other fees to earn a few hundred bucks writing an article.
Finally, some will include a non-compete agreement. As a freelancer, this is a death knell. Maybe, if a client is paying me enough during the term of the contract that I have no incentive to work for a competitor, I will sign one--but ONLY for the term of the contract. If you agree to a non-compete that extends beyond the contract, you have just agreed not earn money doing what you do best. (Non-competes are sometimes unenforceable, but that isn't guaranteed and it doesn't prevent the company from attempting to enforce it against you.)
In your situation, I think the cost to risk analysis is most critical. What does the contract say? What could it potentially cost you if things go sour? What is the value of the fees you'll earn? If you are uncomfortable making the analysis and can't afford an attorney--then it may be best to have a policy to not sign outside contracts. You may lose out on some gigs from organizations that insist on having one, but you'll also avoid some risks.
