Freelance / Contract Work Agreement

A freelance or service contract governs an independent-contractor engagement — a self-employed professional performs specified services for a client, with no employer-employee relationship. In Bangladesh this falls outside the Bangladesh Labour Act, 2006 (which applies only to "workers" in an establishment) and is governed by the Contract Act, 1872 general principles: offer, acceptance, consideration, lawful object. Because there is no employment relationship there is no notice period, gratuity, PF or leave entitlement — the contract must expressly write the terms of engagement, payment, cancellation and dispute resolution. Common uses include design work, software development, translation, consulting, content writing, and marketing services.

Stamp & registrationA service contract between a Bangladeshi client and a freelance service provider is enforceable on plain paper but a Tk. 300 non-judicial stamp is customary for evidentiary weight — particularly for contracts above Tk. 50,000 in value. No registration is required. If the freelancer is a foreign national, the client should retain source-tax certificates as per the Income Tax Ordinance, 1984 withholding rules on payments to non-residents.

What this agreement typically contains

Client name, address, contact, tax identification
Service provider name, address, NID / trade license / TIN
Scope of services — specific deliverables, not vague descriptions
Timeline, milestones, and acceptance criteria for each deliverable
Total fee, payment schedule, currency, and payment method
Ownership of intellectual property and licence terms
Confidentiality of client information
Termination for convenience notice and cause-based termination
Governing law (Bangladesh) and dispute resolution (arbitration under the Arbitration Act, 2001)
Signatures of both parties

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Frequently asked questions

Is my freelancer legally my employee under the Labour Act?: Only if the actual working relationship shows employment indicators — you control when, where and how the work is done, you provide the tools, the person works exclusively for you, and payment is regular monthly wages rather than by deliverable. Bangladeshi courts look through the contract label to the substance. To keep the engagement genuinely freelance, avoid setting fixed working hours, do not provide a company email/desk as if a staff member, pay per deliverable, and let the freelancer accept other clients. Misclassification triggers Labour Act obligations retroactively — notice, gratuity, PF.
Who owns the intellectual property in freelance work?: Default position under Section 17 of the Copyright Act, 2000 is that the author (freelancer) owns copyright — unlike employees where the employer owns work-for-hire outputs. The service contract must expressly assign copyright and other IP to the client, with a written assignment clause, for the client to acquire ownership. Without an assignment, the client gets only an implied licence for the specific commissioned purpose. Include a broad assignment plus a warranty from the freelancer that the deliverables do not infringe third-party IP.
What tax should I deduct when paying a freelancer?: Under Section 52A(2) of the Income Tax Ordinance, 1984 and current SROs, payments to resident individuals for professional / consultancy services above threshold amounts require TDS at prescribed rates. For non-resident freelancers, withholding under Section 56 applies at higher rates unless a Double Taxation Avoidance Agreement reduces the rate. Issue a TDS certificate to the freelancer and deposit the tax with the National Board of Revenue by the challan deadline. Include the TDS obligation in the contract so the freelancer expects the deduction.

Other contracts in this category

What this agreement typically contains

Client name, address, contact, tax identification

Service provider name, address, NID / trade license / TIN

Scope of services — specific deliverables, not vague descriptions

Timeline, milestones, and acceptance criteria for each deliverable

Total fee, payment schedule, currency, and payment method

Ownership of intellectual property and licence terms

Confidentiality of client information

Termination for convenience notice and cause-based termination

Governing law (Bangladesh) and dispute resolution (arbitration under the Arbitration Act, 2001)

Signatures of both parties

Frequently asked questions

Is my freelancer legally my employee under the Labour Act?

Only if the actual working relationship shows employment indicators — you control when, where and how the work is done, you provide the tools, the person works exclusively for you, and payment is regular monthly wages rather than by deliverable. Bangladeshi courts look through the contract label to the substance. To keep the engagement genuinely freelance, avoid setting fixed working hours, do not provide a company email/desk as if a staff member, pay per deliverable, and let the freelancer accept other clients. Misclassification triggers Labour Act obligations retroactively — notice, gratuity, PF.

Who owns the intellectual property in freelance work?

Default position under Section 17 of the Copyright Act, 2000 is that the author (freelancer) owns copyright — unlike employees where the employer owns work-for-hire outputs. The service contract must expressly assign copyright and other IP to the client, with a written assignment clause, for the client to acquire ownership. Without an assignment, the client gets only an implied licence for the specific commissioned purpose. Include a broad assignment plus a warranty from the freelancer that the deliverables do not infringe third-party IP.

What tax should I deduct when paying a freelancer?

Under Section 52A(2) of the Income Tax Ordinance, 1984 and current SROs, payments to resident individuals for professional / consultancy services above threshold amounts require TDS at prescribed rates. For non-resident freelancers, withholding under Section 56 applies at higher rates unless a Double Taxation Avoidance Agreement reduces the rate. Issue a TDS certificate to the freelancer and deposit the tax with the National Board of Revenue by the challan deadline. Include the TDS obligation in the contract so the freelancer expects the deduction.