In this article
You write a freelance contract by answering fourteen questions in writing before any work starts: who the parties are, what will be delivered, by when, for how much and on what payment terms, what deposit is due, how many revisions are included, how changes are priced, who owns the work and from what moment, what stays confidential, how either side can end the project and what is owed if they do, how far your liability goes, what your status is, which law applies, and how the document is signed. Each answer is one clause, and each clause exists because a specific dispute happens without it.
Contract law, copyright law and the rules on late payment differ from one country to the next, and in the United States from one state to the next. This article is general information, not legal advice, and the sample outline further down is a starting point to adapt with a lawyer who knows your jurisdiction and your trade.
One project runs through the whole article as a worked example: a brand identity and a small website for a fixed fee of $18,000, with an hourly rate of $120 for anything outside the agreed scope. All figures are illustrative.
Worked example: fixed fee of $18,000, out-of-scope rate of $120 per hour, kill fee of 25% of the unperformed part of the current phase. Illustrative figures.
What has to be in a freelance contract?
A freelance contract has to contain fourteen clauses, set out in the order the project lives: who and what first, then money, then ownership, then what happens when something goes wrong. The table gives the job of each clause.
| Clause | What it states | The dispute it prevents |
|---|---|---|
| Parties | Legal names, addresses, who signs and who approves | Invoicing an entity that never agreed to pay |
| Scope and deliverables | What is delivered, in what format, and what is excluded | "We assumed that was included" |
| Timeline | Dates for your work and for the client's input | Being blamed for a delay the client caused |
| Fee and payment terms | Amount, currency, due dates, method, late interest | An invoice paid when the client gets round to it |
| Deposit | Amount due before work starts and what it buys | Starting unpaid and holding dates for nothing |
| Revisions | Number of rounds and what counts as a round | Endless rounds of feedback at no charge |
| Change requests | How new work is quoted and approved | Scope growing while the fee stays the same |
| Intellectual property | What transfers, what is licensed, and when | The client using work it has not paid for |
| Confidentiality | What is secret, for how long, with what exceptions | A leak, or a ban on showing your own portfolio |
| Termination and kill fee | Notice, what is owed for work done, the fee for cancelling | A cancelled project that pays nothing |
| Liability | A cap on what you can owe, and what is excluded | A claim many times larger than the fee |
| Independent contractor | You run your own business, taxes and tools | Confusion over tax, benefits and control |
| Governing law | Which law applies and where disputes are heard | Arguing about the forum before the dispute itself |
| Signature | Who signs, how, and the date the contract starts | A draft that one side says was never agreed |
How do you describe the parties, the scope and the deliverables?
Describe the parties by their full legal names and the scope by a list of deliverables that a stranger could check off, followed by a list of what is not included. These two clauses decide who owes the money and for what.
For the parties, write the registered name of the client's company, not its trading name or the name of the person you spoke to, and do the same for yourself. Then name two people on the client's side: the person who signs and the one person who approves work. Feedback from five people who disagree with each other is a common reason a fixed fee stops covering the hours.
For the scope, write quantities and formats. In the example project, the scope reads as a list: one discovery workshop of up to three hours; two design directions presented as mock-ups; one chosen direction developed into a logo in three lock-ups, a colour palette and a type system; a twelve-page brand guideline; a website of up to six page templates; final files in vector and web formats. Every item can be counted.
The exclusions matter as much. In the same project, the fee does not include copywriting, photography, stock image and font licences, hosting, translation, or any page template beyond the six listed. An exclusion is not a refusal: the work, if wanted, is quoted under the change request clause. Add one sentence on what you need from the client and by when (content, access, a decision), because the timeline clause leans on it.
How do you write the timeline so the client's delays do not become yours?
Write the timeline as a chain of dates in which each of your deadlines depends on the client's input arriving by a stated date, and say that your dates move by the same number of days when the client's input is late. A timeline that lists only your delivery dates makes you responsible for a schedule you do not control.
Three elements make the clause work. The first is a start condition: work begins when the contract is signed and the deposit has been received, not on a calendar date that passes while the payment is processed. The second is a response time for the client, for instance feedback within five business days. The third is a rule for silence: a deliverable is treated as approved if the client has not responded within a stated number of business days after a written reminder. Without it, the final payment can stay attached to an approval that never comes.
How should the fee, the payment terms and the deposit be written?
Write the fee as a total amount in a named currency, then a schedule that ties each payment to an event the client cannot dispute, a due date for each invoice, a payment method, and the consequence of paying late.
The example contract splits the $18,000 into three payments, each triggered by something observable.
| Payment | Trigger | Share of fee | Amount |
|---|---|---|---|
| Deposit | Signature of the contract, before work starts | 30% | $5,400 |
| Second payment | Written approval of the chosen design direction | 30% | $5,400 |
| Final payment | Delivery of the final files, before rights transfer | 40% | $7,200 |
| Total | 100% | $18,000 |
Around the schedule, the clause states the due date of each invoice, the currency and the method, who bears transfer or conversion charges, which expenses are billed at cost and above what amount they need written approval, and what happens on late payment: the interest that runs, and your right to pause work while an invoice is overdue.
Late interest is one place where the law may already have written part of the clause. In the United Kingdom, government guidance on late commercial payments says that where no payment date was agreed, a business payment is late 30 days after the customer receives the invoice or after the goods or service are delivered, whichever is later, and that statutory interest is 8% above the Bank of England base rate. The same guidance says statutory interest cannot be claimed if the contract sets a different rate. In New York State, the Freelance Isn't Free Act requires payment no later than thirty days after the freelance worker completes the services when the contract gives no due date. Other jurisdictions set their own rules, or none. Whether a contractual rate is enforceable depends on local law.
The deposit clause says how much is due before work starts, that work starts when it is received, and how it is treated if the project ends early. How to size a deposit, stage milestones and set terms that clients honour are subjects of their own; the contract only needs the amounts, the triggers and the due dates in writing.
How much unpaid work does each payment schedule leave you carrying?
The payment schedule decides the largest amount of finished work you will ever be owed at one time, and the same fee can leave you exposed for all of it or for less than half.
Take the example project as three phases of work worth $5,400, $5,400 and $7,200, and compare three schedules: the whole fee on completion, half at signature and half on completion, and the 30/30/40 schedule above, where each of the first two payments arrives before the phase it funds.
Worked example with illustrative figures. Peak exposure is the value of work delivered minus the payments received, measured just before each payment falls due.
The last $7,200 is the one amount the 30/30/40 schedule cannot cover in advance, which is why the example contract ties the final payment to the transfer of rights.
How many revisions are included, and how is a change request priced?
State a fixed number of revision rounds per deliverable, define what one round is, and say that anything beyond the rounds or outside the scope is a change request, quoted in writing at a stated rate and approved in writing before the work is done.
A round needs a definition: a single consolidated list of comments, sent by the named approver, within the response time of the timeline clause. The example contract includes two rounds on the chosen design direction and two on the website templates.
The change request clause gives the procedure. The client asks in writing. You reply with a description, a price or an estimate in hours at the contract rate, and the effect on the timeline. Work starts when the client approves that reply in writing. In the example, the client asks midway for an online booking page that was not in the scope. You estimate 14 hours at $120, which is $1,680. Once approved, the final payment rises from $7,200 to $8,880 and the total fee from $18,000 to $19,680.
Who owns the work, and when does ownership transfer?
In most countries the freelancer owns the copyright in the work until it is transferred in writing, so the contract has to say what transfers to the client, what is only licensed, what you keep, and the moment the transfer takes effect. The law does not hand a paying client ownership automatically.
In the United States, the Copyright Office explains that a commissioned work is a "work made for hire", owned by the commissioning party from the start, only when it falls within nine listed categories, such as a contribution to a collective work, a part of an audiovisual work or a translation, and only when a written agreement signed by the parties expressly says so. A logo or a website built by an independent designer generally falls outside that list, so ownership has to pass by assignment. The Copyright Act says a transfer of copyright ownership is not valid unless it is in writing and signed by the owner of the rights. In the United Kingdom, the Copyright, Designs and Patents Act 1988 states that an assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor. Without a signed clause, both parties are left guessing what the client may do with the work.
A clear intellectual property clause separates four things:
- Final deliverables: the approved work listed in the scope, assigned to the client.
- Rejected concepts and drafts: directions the client did not choose, which stay with you unless bought separately.
- Your pre-existing material: templates, code libraries, methods and tools you bring to every project, which you keep and license to the client as far as the deliverables need them.
- Third-party material: fonts, stock images and software components, which stay under their own licences.
The clause then fixes the moment. The example contract says that the assignment of the final deliverables takes effect when the client has paid every invoice in full, and that until then the client may use the work only for review. That protects the last $7,200 of the schedule; the mechanics and limits of such a clause are a topic in themselves.
What should the confidentiality clause cover?
The confidentiality clause should say what information is confidential, what you may do with it, how long the duty lasts, and which information is excluded.
Keep the definition practical: information the client gives you for the project that is marked confidential or that a reasonable person would understand to be so. The usual exclusions are information that is already public, that you already held or developed independently, that you receive lawfully from someone else, or that the law requires you to disclose. Set a duration in years after the project ends, make the duty mutual, because your rates and methods are confidential too, and allow disclosure to subcontractors bound by the same duty. If the client needs the project kept out of your portfolio until a launch, write that date.
How do termination and a kill fee work in the contract?
The termination clause says how either party can end the contract, with how much notice, and what is owed on that date: payment for all work done, plus a kill fee that compensates you for the time you had reserved and can no longer sell. Without it, a client who cancels halfway can argue that nothing is due until the milestone that will never be reached.
A balanced clause has three parts, and the example contract sets its kill fee at 25% of the unperformed part of the phase in progress. Termination for convenience: either party may end the contract with written notice of a set number of days. Termination for cause: either party may end it if the other fails to fix a material breach, such as non-payment, within a stated period after written notice. And the consequences: what is invoiced, which rights the client receives, and which clauses survive.
- Count what has been paidThe deposit of $5,400 and the second payment of $5,400 have been received, $10,800 in all. Both phases they funded are complete, so nothing is refunded.
- Bill the work done in the current phase35 hours at the contract rate of $120 is $4,200, supported by a time record and the files produced so far.
- Work out the unperformed partThe phase was priced at $7,200. Less the $4,200 already worked, $3,000 remains, or 25 hours.
- Apply the kill fee25% of $3,000 is $750, for time that was held for this client.
- Issue the final invoice$4,200 plus $750 is $4,950. The freelancer receives $15,750 in total, 87.5% of the fee, and the client pays $2,250 less than the full $18,000.
- Hand over what was paid forOnce the final invoice is paid, the client receives the work completed to date, in its current state, with the rights the ownership clause gives.
How high a kill fee can go is covered on its own elsewhere. For the contract, what matters is that the formula is written, that partial work is valued at the same rate as change requests, and that the clause runs both ways: if you end the project for convenience, you hand over the work done and refund any payment for work not yet performed.
How much liability should a freelancer accept?
A freelancer should accept responsibility for doing the work with reasonable skill and care, and limit the total amount that can be claimed, usually to the fees paid under the contract. A project worth $18,000 should not carry an open-ended risk of paying for a client's lost sales.
The clause normally has four parts. A short warranty: you will perform the services with reasonable skill, and the deliverables are your original work or properly licensed. A cap: your total liability is limited to a stated amount, such as the fees paid, $18,000 in the example. An exclusion of indirect losses, such as lost profit. And the client's own responsibilities: it has the right to use the material it supplies, and it checks the deliverables before using them, including trade mark clearance on a new name or logo.
Liability caps have limits set by law, and those limits differ by jurisdiction: many legal systems do not allow liability to be excluded for certain kinds of harm or for deliberate wrongdoing. This is the clause where a lawyer's review earns its cost.
What does the independent contractor clause do, and what can it not do?
The independent contractor clause states that you run your own business, set your own hours and methods, use your own equipment, pay your own taxes and insurance, and are not the client's employee or agent. What it cannot do is decide your status on its own, because tax and labour authorities look at how the relationship works in practice.
In the United States, the Internal Revenue Service groups the evidence into three categories: behavioural control, meaning whether the company has the right to control what the worker does and how; financial control, meaning who controls the business aspects of the job, such as payment, expenses and tools; and the type of relationship, which includes written contracts and benefits. The agency states that no one factor stands alone, and a written contract is one piece of evidence within the third category. Other countries apply their own tests, and several are stricter.
So write the clause to describe the facts, and make sure the rest of the contract matches. A fixed fee for defined deliverables, your own tools and the freedom to take other clients point one way. A contract that calls you independent and then sets your working hours and forbids other work points the other way, whatever its heading says.
Which law governs the contract, and how are disputes resolved?
The governing law clause names the country or state whose law applies to the contract and the place or method by which disputes are decided. With a client abroad, it decides whether pursuing an unpaid invoice is realistic at all.
Write two separate sentences. One names the law that interprets the contract. The other names where a dispute is heard: the courts of a named place, or arbitration under named rules. Many contracts add a step before either: direct discussion, then mediation, within a set number of days.
Choosing a law does not always switch off the rules of the place where you work. New York State's Freelance Isn't Free Act, for example, requires a written contract when a hiring party retains a freelance worker for services worth $800 or more, counting contracts with the same hiring party over the preceding 120 days. The contract must state the parties' names and mailing addresses, the services with their value and the rate and method of compensation, and the date payment is due or how it is determined, and the hiring party must keep it for at least six years. Other states and countries have their own rules.
How should a freelance contract be signed and stored?
A freelance contract should be signed by a person with authority to bind each party, dated, and kept by both sides as an identical final copy, with the start date written in the text.
Check the name under the client's signature against the parties clause: the signatory signs for the company named there, with a job title. Electronic signature is widely accepted for commercial agreements, though formalities vary by country. The closing lines state that the written contract is the whole agreement and replaces earlier emails and proposals, and that it can be changed only in writing approved by both parties, which gives the change request procedure its force.
What does a sample freelance contract outline look like?
A sample freelance contract outline is a numbered list of fourteen headings with one or two plain sentences under each, filled in with the facts of the project. The outline below uses the example project and is a structure to adapt with a lawyer, not wording to copy.
- Parties. Legal names, addresses and registration numbers; the client's signatory and its single named approver.
- Scope and deliverables. The counted list of deliverables; the exclusions; what the client supplies and by when.
- Timeline. Start on signature and receipt of the deposit; delivery dates per phase; client feedback within five business days; dates move day for day with client delays; approval deemed after a written reminder.
- Fee and payment terms. Fixed fee of $18,000; due date of invoices; currency and method; expenses at cost with prior approval; late interest; right to pause work.
- Deposit. 30% of the fee, $5,400, payable on signature.
- Revisions. Two rounds per deliverable; one round is one consolidated list from the named approver.
- Change requests. Written request, written quote at $120 per hour, written approval before work starts.
- Intellectual property. Final deliverables assigned on payment in full; rejected concepts retained; pre-existing material licensed; third-party licences.
- Confidentiality. Mutual; definition, exclusions and duration.
- Termination and kill fee. Notice period; termination for unremedied breach; work done paid at the contract rate; kill fee of 25% of the unperformed part of the current phase.
- Liability. Reasonable skill and care; cap at the fees paid; indirect losses excluded as far as the law allows.
- Independent contractor. Own business, tools, hours, taxes and insurance; no authority to bind the client; subcontracting.
- Governing law and disputes. Named law; discussion, then mediation, then the named court or arbitration.
- Signature. Entire agreement; changes in writing only; names, titles, signatures and date.
Filled in, the outline runs to two or three pages. Read it once more as the client would, looking for any sentence that depends on a word like "reasonable", "final" or "complete" without saying who decides: each one is where a number, a date or a name still has to go.
