The Freelancer Contract Checklist: Every Clause You Need Before Starting Work

# The Freelancer Contract Checklist: Every Clause You Need Before Starting Work

You landed the client. You're excited to get started. The client wants to begin immediately — "we'll sort out the paperwork." Stop.

More freelancers lose money to bad contracts than to bad clients. The two are often the same problem: a client who seemed reasonable but had an agreement that gave them every advantage. Here is every clause you need to check — and several you need to add — before you do a single hour of paid work.

## Payment Terms and Late Fees

The most important part of any freelance contract is when and how you get paid.

**What to specify:**
- Payment schedule: on delivery, milestone-based, or net-30/net-15
- Invoice method and requirements
- Accepted payment methods
- Late payment interest (1.5–2% per month is standard)
- What triggers the invoice (delivery, approval, or calendar date)

> ⚠️ **Red Flag:** *"Payment shall be made within a reasonable time after delivery of the work."*

"Reasonable time" is not a payment term. It's an invitation to delay indefinitely. Specify "net-15" or "net-30 from date of invoice," and include a late fee that gives the client a financial incentive to pay on time.

A 50% upfront deposit for new clients is standard practice and reasonable to ask for. For projects over $5,000, consider milestone payments tied to deliverables rather than a single end-of-project payment.

## Kill Fee Clauses (Project Cancellation)

What happens if the client cancels mid-project? Without a kill fee clause, you may have invested significant time and delivered nothing billable.

A kill fee is a percentage of the total project fee that the client owes if they cancel after work has begun. Standard kill fee structures:
- If cancelled before work begins: 25% of project fee
- If cancelled after work is 25–50% complete: 50% of project fee
- If cancelled after work is 50%+ complete: 75–100% of project fee

> ⚠️ **Red Flag (by omission):** A contract with no cancellation provision. If the client pulls the project with no notice after you've spent three weeks on it, you have no contractual basis for payment.

If the client resists kill fee language, frame it as a mutual protection: it also gives them a clear off-ramp if the relationship isn't working.

## Scope Creep Protection

Scope creep — the gradual expansion of project requirements without corresponding adjustment to fees — is the most common way freelancers lose money. Your contract needs to define:

1. What is included in scope (specific deliverables, formats, quantities)
2. What constitutes an out-of-scope request
3. How out-of-scope requests are priced and approved
4. The process for formalizing scope changes (a written change order)

> ⚠️ **Red Flag:** *"Freelancer will complete all work reasonably required to achieve the project objectives."*

"All work reasonably required" gives the client unlimited ability to expand scope. Define deliverables specifically: not "a website" but "a five-page WordPress website with specified features." Every additional page, feature, or revision round is billable.

## IP Ownership: The Work-for-Hire Trap

This is the clause that can define your entire career trajectory if you're not careful.

Under copyright law in most jurisdictions, the person who creates a work owns it — unless it is created under a "work for hire" arrangement or is explicitly assigned to the client. Many freelance contracts include broad IP assignment language that transfers not just the final deliverable but all underlying work, processes, and methods.

> ⚠️ **Red Flag:** *"All work product, including all drafts, source files, concepts, and methodologies developed in connection with this Agreement, shall be the sole and exclusive property of Client, and Freelancer hereby assigns all right, title, and interest therein to Client."*

**What good IP language looks like for freelancers:** The client gets ownership of the final, approved deliverable. You retain ownership of your tools, pre-existing work, and general methodologies. You keep the right to display the work in your portfolio (unless the client has a legitimate confidentiality interest).

If a client wants to own your source code, your sketch files, your raw footage, or your training data — that's fine, but price it accordingly. Deliverable-only licensing is the default; full assignment is a premium.

## Revision Limits

Unlimited revisions is a recipe for scope creep and burnout. Your contract should specify the number of revision rounds included in the quoted price and your hourly rate for additional revisions.

**A reasonable structure:**
- Two rounds of revisions included per major deliverable
- Additional revisions billed at $[X] per hour
- A "revision" is defined as changes to existing content; new directions constitute a new project phase

Define what counts as a "revision" vs. a "new direction." A client who wants to change the entire concept after three rounds of feedback is not requesting a revision — they're requesting a new project.

## Client Approval Timelines

If the client doesn't approve work within a reasonable time, does the project stall indefinitely? Does your payment get delayed? Your contract should specify:

- A response deadline for approvals (typically 5–10 business days)
- Deemed approval: if no response within X days, work is deemed approved
- The impact of delays on project timeline and delivery dates

> ⚠️ **Red Flag (by omission):** A contract that specifies your delivery deadlines but imposes no timelines on the client for feedback or approval. This creates a situation where you can be held in breach for late delivery even when the delay was caused by the client's slow feedback.

## Confidentiality Scope

Many clients include broad NDAs in their freelance agreements. Before signing:

- Check what information you're restricted from disclosing
- Check whether you can discuss the client relationship publicly (for your portfolio)
- Check whether there's a carve-out for using the work in your portfolio
- Check the duration of the confidentiality obligation

A blanket NDA that prevents you from listing a major client in your portfolio can significantly harm your business. Negotiate a portfolio carve-out explicitly.

## Non-Compete Impact on Freelancers

Some client agreements include non-compete clauses — preventing you from working for competitors during or after the engagement. For freelancers, this can be devastating.

> ⚠️ **Red Flag:** *"During the term of this Agreement and for twelve (12) months thereafter, Freelancer shall not provide services to any company that competes with Client in Client's primary markets."*

A non-compete that covers "Client's primary markets" could effectively remove your entire client base if you work in a specialized industry. Non-competes in freelance agreements are generally less enforceable than employment non-competes, but you'll spend time and money fighting them.

Push to eliminate non-competes entirely, or limit them to: (a) current active clients of Client that you were introduced to through Client, and (b) a maximum of six months.

## Liability Caps

Your contract should limit your financial exposure to the fees you actually received. A client asking you to build a website for $3,000 should not be able to sue you for $300,000 in consequential damages if the website has a bug.

**Standard freelance liability cap:** Freelancer's total liability shall not exceed the total fees paid under this Agreement in the three months preceding the claim.

If the client requires you to carry professional liability (errors and omissions) insurance, confirm the required coverage amounts are reasonable for the scope of work.

## What Happens If the Client Goes Bankrupt

This one most freelancers never think about until it happens. If a client goes into insolvency proceedings before paying you, you become an unsecured creditor — which typically means you recover cents on the dollar, if anything.

Protections:
- Milestone payments reduce your exposure at any given time
- Upfront deposits are generally considered earned and harder to claw back
- In some jurisdictions, unpaid freelancers have priority claims; know your local law

Before doing large projects on net-60 or net-90 terms with a startup or distressed company, assess the credit risk. **Contract Checked** can flag unusual payment terms that increase your financial exposure.

## Related Guides

- [Independent Contractor Agreement: What to Check](/analyze/independent-contractor)
- [Service Agreement Analysis](/analyze/service-agreement)
- [Browse All Contract Types](/contract-types)

## Analyze Your Contract Before You Sign

Don't navigate this alone. Upload your contract to Contract Checked and get an instant plain-English analysis — free, no login required. [Analyze your contract now →](https://contractchecked.com/#upload-section)