Guide · Contracts · 7 min read
What to put in a freelance contract
Thirteen clauses that carry their weight, in wording a client can read without a lawyer. One of them does more for you than the other twelve combined.
· Ferrier Industries LLC
In short
- A freelance contract is there to make expectations explicit while everyone is still friendly, and to give you something to point at when they are not. Length is not strength.
- Thirteen short clauses cover a solo practice: parties, the work by reference to the scope, fees, late payment, revisions, client responsibilities, IP, portfolio rights, confidentiality, termination, liability, contractor status, and governing law.
- The clause that matters most ties ownership to payment: the rights transfer when the final invoice is paid, and not before.
- This is a practical guide, not legal advice. Contract law varies by country and state.
A freelance contract is not there to win a lawsuit. It is unlikely ever to see a courtroom, because the amounts are small next to the legal fees. A contract is there to make expectations explicit while everyone is still friendly, and to give you something to point at when they stop being friendly.
That changes what a good one looks like. Length is not strength. Thirteen clauses, written so a client can read them without a lawyer, will do more for you than a 20-page template that neither party ever reads.
The thirteen clauses at a glance
| Clause | What it settles |
|---|---|
| Clause1. Parties | What it settlesWho owes whom. Legal entity names, not brand names. |
| Clause2. The work | What it settlesPoints at the scope, so the two documents cannot disagree. |
| Clause3. Fees and schedule | What it settlesAmount, currency, split, dates, and how to pay. |
| Clause4. Late payment | What it settlesInterest on overdue amounts, and your right to pause work. |
| Clause5. Revisions | What it settlesHow many rounds, what a round is, what extra ones cost. |
| Clause6. Client responsibilities | What it settlesAssets, access, one approver, and what a delay does to the dates. |
| Clause7. Intellectual property | What it settlesOwnership transfers on payment in full. |
| Clause8. Portfolio rights | What it settlesWhether and when you may show the work. |
| Clause9. Confidentiality | What it settlesA short mutual promise, with a time limit. |
| Clause10. Termination | What it settlesNotice, what is owed for work done, and the cancellation fee. |
| Clause11. Liability cap | What it settlesYour exposure limited to the fees paid. |
| Clause12. Contractor status | What it settlesYou are not an employee, and pay your own taxes. |
| Clause13. Governing law | What it settlesWhich jurisdiction, and the signature block. |
1. Who the parties are
Full legal entity names, not brand names. “Acme Retail LLC” rather than “Acme.” If you are contracting with a subsidiary, or with a marketing agency acting for a brand, the entity that signs is the entity that owes you money. Check that the signer works for the entity that has the budget.
2. The work, by reference
Do not restate the deliverables in the contract. Reference the scope document instead: “The Contractor will provide the services described in the Scope of Work dated August 4, 2026, which forms part of this agreement.” Keeping the deliverables in one place means the two documents can never contradict each other, and a new project only needs a new scope. How to write a scope of work covers that document.
3. Fees and the payment schedule
Amount, currency, split, and dates. Name the currency even if it seems obvious: a bare “$4,000” means different money in the United States, Canada, Australia, New Zealand and Singapore. Then the two operational lines most contracts leave out:
Invoices are payable within 14 days of the invoice date. Payment is by bank transfer or card. Bank fees on international transfers are the Client’s responsibility.
4. Late payment
In the US, a late fee you never agreed to in writing is hard to enforce, and one that is not on the invoice is easy to ignore. Check your local cap before you pick a number: some US states limit the interest a business may charge, and in the UK and EU there are statutory rates you can rely on instead. Freelance late fees that work has the detail.
Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if that is lower, from the day after the due date. The Contractor may suspend work on any project with an invoice more than 14 days overdue, and is not responsible for resulting delays.
The second sentence is the one with teeth. A stopped project is a much louder signal than an interest charge.
5. Revisions
Either reference the scope or state the count here. What matters is that a round is defined as consolidated written feedback within a time limit, and that extra rounds have a stated price. Two rounds included, additional rounds at your hourly rate, is the workhorse arrangement.
6. Client responsibilities
Assets, copy, access, and a single named approver, with a decision turnaround. Then the consequence:
Delays in Client-supplied materials or approvals extend all subsequent deadlines by the corresponding period. Projects inactive for more than 30 days may be re-quoted at then-current rates.
7. Intellectual property, tied to payment
This is the clause that does more for you than the other twelve combined, and it is short.
All intellectual property rights in the deliverables transfer to the Client on receipt of payment in full. Until then, the Contractor retains all rights, and any use of the deliverables is unlicensed.
Without it, you have handed over the work and are owed a debt. With it, an unpaid invoice means the client’s campaign, launch, or brand rollout is running on material they do not own. That is a conversation their legal team takes seriously in a way a reminder email does not.
Two carve-outs are normal and worth stating: you keep ownership of pre-existing tools, components, and working files, licensing them to the client where needed; and rejected concepts stay yours.
8. Portfolio rights
The Contractor may display the deliverables in a portfolio, case study, and social media after the work is publicly launched, unless the Client requests otherwise in writing.
If you work on unreleased products, add an embargo period instead, such as six months after delivery. Get this in writing while the client likes you. Asking two years later usually gets a shrug and no answer.
9. Confidentiality
A short mutual clause is enough for most work: each side keeps the other’s non-public information confidential, for three years, excluding anything already public or independently developed. If the client sends a long one-way NDA for a logo project, it is reasonable to ask for it to be mutual.
10. Termination and the kill fee
Say how either party ends it and what is owed when they do. Without the cancellation piece, a client who changes their mind in week three of an eight-week booking costs you five weeks of an empty calendar. The kill fee, explained covers what percentage is fair and how to explain it.
Either party may terminate with 14 days’ written notice. On termination, the Client pays for all work completed to date. If the Client terminates, the Client also pays a cancellation fee of 25% of the remaining project value. The deposit is credited against these amounts and is otherwise non-refundable.
11. Liability cap
The Contractor’s total liability under this agreement is limited to the total fees paid. Neither party is liable for indirect or consequential losses, including lost profits.
A $3,000 design job should not carry unlimited risk for a client’s revenue forecast. Some liabilities cannot be capped by contract in many places, fraud and death or personal injury caused by negligence among them, which is fine and expected.
12. Independent contractor status
The Contractor is an independent contractor, not an employee, and is responsible for their own taxes, insurance, and equipment. Nothing in this agreement creates a partnership or employment relationship.
This protects both sides, and larger clients will insist on it anyway. The clause states the intent; whether you are a contractor in law depends on how the work is actually done. Be wary of a non-compete that stops you working for other clients in an industry. A narrow promise not to hire away the client’s staff is a reasonable thing to accept.
13. Governing law and signatures
Name the jurisdiction. Make it your own if you can, since the practical value of the contract collapses if enforcing it means traveling. Then a signature block with printed names, roles, and dates. Electronic signatures are legally recognized in the US (the ESIGN Act and UETA), the EU (eIDAS), and the UK. An emailed “I approve this contract,” with a name and date, from a company address, is far better than nothing.
What you can leave out
Not every clause earns its place in a solo practice. These are the ones to consider dropping from a small project contract:
- Arbitration clauses. For small amounts, arbitration can cost more than small claims court.
- Elaborate force majeure lists. A short sentence covers it.
- Non-competes. They are hard to enforce against independent contractors in many places, and they cost you future work.
- Detailed change-control boards. You are one person. A change order approved in writing is the process.
Getting it signed without friction
Send the contract and the scope together, as links, with a plain-language summary in the email. Many clients skim the summary and sign.
Subject: Contract and scope for the Acme site Hi Dana, Both documents are here: [scope link] and [contract link]. Short version of the contract: 14-day payment terms, two rounds of revisions, either of us can cancel with two weeks’ notice (if you cancel, you pay for the work done plus 25% of what is left), you own the work outright once the final invoice is paid, and I can show it in my portfolio after launch. Once it is signed I will send the deposit invoice the same day. Sam
One habit worth building: never start work on the promise of a signature. “I will get it signed this week, can you make a start?” is how unpaid work begins. The deposit clearing is the starting gun, and no reasonable client is offended by that.
The freelance contract template is a full contract along the same lines. Its figures are placeholders to set yourself.
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Intake, scope, rounds, change orders, invoice on one project URL. The extra round goes on the invoice.