Freelancer Agreement (Malaysia)
FREELANCER AGREEMENT
Contracts Act 1950 (Act 136) | Copyright Act 1987 (Malaysia) | Service Tax Act 2018
This Freelancer Agreement is entered into on [Effective Date]
BETWEEN:
(1) [Client Name] of [Client Address] (hereinafter referred to as the "Client"); AND
(2) [Freelancer Name] (MyKad No. [Freelancer IC]) of [Freelancer Address] (hereinafter referred to as the "Freelancer").
1. PROJECT SCOPE AND DELIVERABLES
1.1 Project: [Project Name]
1.2 Scope: [Project Scope]
1.3 Revisions: [Revision Rounds]
1.4 Timeline: [Project Timeline]
1.5 Changes to scope requested by the Client after commencement will be treated as out-of-scope work and subject to additional fees agreed in writing.
2. FEES AND PAYMENT
2.1 The Client shall pay the Freelancer a total project fee of [Project Fee].
2.2 Payment milestones: Deposit of [Deposit Amount]; Final payment of [Final Payment].
2.3 The Freelancer may suspend work if any payment is overdue by more than 7 days, without penalty and without constituting a breach of this Agreement.
2.4 Kill fee: If the Client cancels this project after work has commenced, the Client shall pay [Kill Fee] to compensate the Freelancer for work completed, in addition to any deposit already paid.
3. COPYRIGHT AND INTELLECTUAL PROPERTY
3.1 [Copyright Transfer] — in accordance with Section 26 of the Copyright Act 1987 (Malaysia).
3.2 The Freelancer warrants that the deliverables are original and do not infringe any third-party copyright, trademark, or other intellectual property rights.
3.3 The Client grants the Freelancer the right to display the deliverables in the Freelancer's portfolio unless the Client provides written notice requesting confidentiality.
4. INDEPENDENT CONTRACTOR STATUS
4.1 The Freelancer is an independent contractor. No employer-employee relationship is created. The Client has no EPF, SOCSO, or EIS obligations under Malaysian law in respect of the Freelancer.
5. CONFIDENTIALITY
5.1 The Freelancer shall keep the Client's business information, project details, and client data confidential during and after this engagement.
6. GOVERNING LAW
6.1 This Agreement is governed by the laws of [Governing Law], including the Contracts Act 1950. Disputes shall be referred to the High Court of Malaya or a dispute resolution body agreed by the parties.
Client (Authorised Signatory)
________________
Signature
Freelancer
________________
Signature
What Is a Freelancer Agreement (Malaysia)?
A Freelancer Agreement in Malaysia fixes the respective duties and entitlements of the parties to the arrangement.
The most critical legal issue in a Malaysia Freelancer Agreement is the ownership of intellectual property in the work product. Under the Copyright Act 1987 (Malaysia), the default rule is that copyright in a work vests in the author — meaning the freelancer — not the commissioning client, unless the copyright is expressly assigned in writing under Section 26(3) of the Copyright Act 1987. A Freelancer Agreement that does not contain a written copyright assignment clause leaves the client with only a licence to use the work, not ownership. This distinction becomes significant if the client later commercialises the work, sublicenses it to a third party, or needs to modify it without the freelancer's consent.
For freelancers who operate as sole proprietors or private limited companies registered with the Companies Commission of Malaysia (SSM), the Freelancer Agreement functions as a business contract enforceable in the High Court of Malaya or through arbitration under the Arbitration Act 2005. Malaysian freelancers who provide taxable services — for example, digital services, IT services, or consulting — may be required to register for Service Tax under the Service Tax Act 2018 if their annual taxable turnover exceeds RM500,000.
A Freelancer Agreement in Malaysia differs from a full-time Employment Contract in that no EPF, SOCSO, or EIS contributions are made by the client, no Employment Act 1955 benefits apply, and the freelancer retains control over the method of work. A Freelancer Agreement differs from a general Independent Contractor Agreement in that it is typically project-specific, includes milestone-based payment provisions, and explicitly addresses creative deliverables and revision rounds.
The legal framework governing the Freelancer Agreement (Malaysia) in Malaysia draws on several key statutes and regulatory bodies. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Parties executing a Freelancer Agreement (Malaysia) in Malaysia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Employment Act 1955 (Act 265) sets the foundational requirements.
When Do You Need a Freelancer Agreement (Malaysia)?
A Malaysia Freelancer Agreement is required whenever a business or individual commissions a freelancer to deliver creative, technical, or professional work on a project basis.
A Freelancer Agreement is needed when a company engages a graphic designer registered with the SSM as a sole proprietor to design a brand identity package — including logo, business cards, and brand guidelines — for a fixed project fee in Malaysian Ringgit (RM), with the client requiring full copyright ownership of all design assets under Section 26 of the Copyright Act 1987.
A Freelancer Agreement is required when a digital marketing agency sub-contracts content writing, social media management, or SEO services to a freelancer, to document the scope of content deliverables, the number of articles or posts per month, the revision policy, and the payment schedule.
A Freelancer Agreement is needed when a production company engages a freelance videographer or photographer for a corporate event, product launch, or advertising campaign, to assign the copyright in the recorded footage and photographs to the company and to document the usage rights granted.
A Freelancer Agreement is required when a technology startup engages a freelance web developer or mobile app developer to build a specific product feature or minimum viable product (MVP), with the agreement documenting the GitHub repository access, code ownership, deliverable specifications, and acceptance criteria.
A Freelancer Agreement is needed when a foreign company with Malaysian operations engages a local freelancer to provide translation, localisation, or market research services, to document the output specifications, confidentiality obligations regarding market data, and the fee in MYR with any applicable Service Tax under the Service Tax Act 2018.
Parties in Malaysia should prepare a Freelancer Agreement (Malaysia) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Freelancer Agreement (Malaysia)
A Malaysia Freelancer Agreement must contain the following essential elements to protect both the client and the freelancer.
Parties: Full legal names and addresses of the client and freelancer. For freelancers operating as sole proprietors, the SSM business registration number and MyKad number should be stated.
Project scope and deliverables: A precise description of the work to be performed, the specific deliverables (e.g., logo files in specified formats, word count for articles, number of video edits), the number of included revision rounds, and any exclusions from the scope.
Timeline and milestones: The start date, key milestone dates, and the final delivery deadline. The client's approval obligations at each milestone should be stated, as delays in client approval that affect the timeline should not constitute a breach by the freelancer.
Fees and payment schedule: The total project fee or hourly/daily rate in Malaysian Ringgit (MYR/RM), the payment milestone schedule (e.g., 50% upfront deposit, 50% on delivery), the payment method, and the freelancer's right to suspend work for non-payment.
Copyright assignment: An express written assignment of all intellectual property rights — including copyright under the Copyright Act 1987 (Malaysia) — in the final deliverables to the client, taking effect upon full payment of the project fee. Without this clause, copyright remains with the freelancer by default under Section 26 of the Copyright Act 1987.
Kill fee: A provision for partial payment if the client cancels the project after work has commenced, to compensate the freelancer for time invested. Standard Malaysian freelancer practice is 25-50% of the remaining unpaid fee depending on project stage.
Confidentiality: The freelancer's obligation to keep the client's business information, product details, and client lists confidential during and after the engagement.
Independent contractor status: Confirmation that the freelancer is not an employee and that the client has no EPF, SOCSO, EIS, or Employment Act 1955 obligations.
Additional compliance elements for a Freelancer Agreement (Malaysia) used in Malaysia include: Under Malaysian law, the Contracts Act 1950 (Act 136) governs contractual obligations. The Companies Act 2016 (Act 777) regulates corporate entities through the Companies Commission of Malaysia (SSM). The Employment Act 1955 (Act 265) and the Department of Labour govern employment matters. The Personal Data Protection Act 2010 (Act 709) and the Personal Data Protection Department protect personal data. The Inland Revenue Board of Malaysia (LHDN) administers tax obligations. The Industrial Court adjudicates employment disputes under the Industrial Relations Act 1967 (Act 177). Forms-legal.com provides this template as a starting point for Malaysia-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Freelancer Agreement (Malaysia) (Malaysia) [Legal document template]. Forms Legal. https://forms-legal.com/malaysia/employment/contractor-agreements/freelancer-agreement-malaysia
"Freelancer Agreement (Malaysia) (Malaysia)." Forms Legal, 2026, https://forms-legal.com/malaysia/employment/contractor-agreements/freelancer-agreement-malaysia.
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author = {{Forms Legal}},
title = {Freelancer Agreement (Malaysia) (Malaysia)},
year = {2026},
howpublished = {\url{https://forms-legal.com/malaysia/employment/contractor-agreements/freelancer-agreement-malaysia}},
note = {Free legal document template. Based on Employment Act 1955 (Act 265)}
}Also available for these jurisdictions:
Frequently Asked Questions
Under Section 26 of the Copyright Act 1987 (Malaysia), the author of a work is the first owner of copyright. For a freelancer who creates original work — such as graphic designs, website code, written content, or photographs — the freelancer is the author and therefore the default copyright owner, even if the client commissioned and paid for the work. The copyright only transfers to the client if there is a written assignment of copyright signed by the freelancer as the copyright owner, as required by Section 26(3) of the Copyright Act 1987. A verbal agreement to transfer copyright has no legal effect in Malaysia. Without a written copyright assignment in the Freelancer Agreement, the client receives only an implied licence to use the work for the purpose for which it was commissioned — not full ownership. This means the freelancer could, in theory, prevent the client from modifying the work or using it for purposes beyond the original commission.
A freelancer in Malaysia must register for Service Tax under the Service Tax Act 2018 if the freelancer provides taxable services and the value of taxable services in any 12-month period equals or exceeds RM500,000. Taxable services include professional and management consulting, IT services, digital services, and certain other B2B services specified in the Service Tax Regulations 2018. From 1 March 2024, the Service Tax rate increased from 6% to 8% for most taxable services (excluding food, beverages, and certain goods). Freelancers whose annual turnover is below RM500,000 are not required to register for Service Tax but may do so voluntarily. Clients who receive invoices with 8% Service Tax charged by a registered freelancer may claim input tax credits if the client is also a Service Tax registrant providing taxable services.
A client who withholds payment from a freelancer in Malaysia without legal justification commits a breach of contract under the Contracts Act 1950. The freelancer may demand payment and, if the client fails to pay, may sue in the Magistrates Court (for claims up to RM100,000), the Sessions Court (for claims up to RM1,000,000), or the High Court of Malaya (for claims above RM1,000,000). A client may legitimately withhold payment if the freelancer has failed to deliver the agreed work or has not met the acceptance criteria specified in the Freelancer Agreement. A well-drafted Freelancer Agreement should include a milestone payment schedule tied to deliverable approvals, so that payment obligations are linked to specific accepted outputs rather than solely to calendar dates. The Contracts Act 1950, Section 74, entitles the innocent party (the freelancer) to claim reasonable damages for loss caused by the client's breach of payment obligations.
A kill fee is a contractual provision in a Malaysian Freelancer Agreement that entitles the freelancer to a partial payment if the client cancels the project after work has commenced but before completion. Kill fees compensate the freelancer for time and resources invested in work that will not be completed or delivered. The amount of the kill fee is typically expressed as a percentage of the remaining project fee that would have been payable on delivery — standard Malaysian freelance practice sets kill fees at 25% to 50% of the outstanding fee, depending on the project stage at the time of cancellation. Without a kill fee clause, the freelancer must rely on Section 74 of the Contracts Act 1950 to claim damages for the client's breach of contract, which requires the freelancer to prove the quantum of actual loss. A kill fee clause avoids that uncertainty by fixing the compensation in advance.
A freelancer who is genuinely engaged as an independent contractor under a contract for services — not a disguised employee under a contract of service — is not entitled to employer EPF contributions under the Employees Provident Fund Act 1991 or SOCSO coverage under the Employees' Social Security Act 1969. The client has no obligation to register the freelancer with the EPF Board or SOCSO. However, the freelancer may contribute voluntarily to the EPF through the i-Saraan scheme, which allows self-employed individuals who are Malaysian citizens or permanent residents to contribute to the EPF to build retirement savings. SOCSO introduced a similar voluntary contribution scheme for self-employed workers under the Self-Employment Social Security Act 2017, with premiums based on income tier and providing coverage for work-related injuries and occupational diseases.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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