Template · Freelance Contract

Free Freelance Contract Template

Copy-paste ready. Every clause explained in plain English — what it means, why it's there, and what to watch for if a client sends you a different version.

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For informational purposes only — not legal advice.

Clause risk indicators

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Worth reviewing
Standard

Header: Parties and Date

FREELANCE SERVICES AGREEMENT This Freelance Services Agreement is entered into as of [DATE] by and between: [CLIENT NAME], a [entity type] with its principal place of business at [ADDRESS] ("Client"); and [FREELANCER NAME], an independent contractor, with its principal place of business at [ADDRESS] ("Freelancer").

Use your full legal name or business name — whichever entity you want to be the contracting party. If you have an LLC, contract through the LLC. Include physical addresses even if you work remotely.

1. Services and Scope of Work

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Freelancer agrees to perform the following services for Client (the "Services"): [Describe specific deliverables with due dates] Services are deemed complete when Freelancer delivers the agreed deliverables. Client shall notify Freelancer of any deficiencies within [10] business days of delivery. If no notice is provided, the deliverable is deemed accepted. Any services outside scope require a written change order signed by both parties before Freelancer is obligated to perform such work.

Plain English

The scope section is the spine of the entire contract. Vague scope is how unpaid extra work happens. Every deliverable should be specific enough that a stranger could read it and know exactly what 'done' means.

Watch for

"Design services as reasonably requested by Client" — this is not a scope, it's an open door to unlimited unpaid requests. "Reasonable" is the most expensive word in freelancing.

2. Compensation and Payment Terms

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(a) Fee: [AMOUNT], payable: [25-50]% deposit on signing + balance on delivery. (b) Invoicing: Client pays within [30] days of receipt. (c) Late Payments: 1.5% per month on overdue amounts. Client pays collection costs. (d) Expenses: Client reimburses pre-approved expenses within [30] days.

Plain English

Net 30 is the standard. The deposit protects you from starting work before the client has financial skin in the game. The 1.5%/month late fee is the key clause — without it, slow payment has zero consequences for the client.

Watch for

"Net 60" or "Net 90" without a deposit. "Payment upon final approval" with no deadline on what counts as approval — this lets clients stall payment indefinitely.

3. Intellectual Property Assignment

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(a) Assignment: IP transfers upon full payment. (b) Payment Condition: If Client fails to pay all amounts within 60 days, IP rights revert to Freelancer. (c) Pre-Existing Materials: Freelancer retains pre-existing IP; Client gets a license for embedded use. (d) Portfolio Rights: Freelancer may display publicly-released work in their portfolio.

Plain English

This is the most consequential clause for freelancers. Three protections you should always have: (1) IP transfers only after full payment, (2) your pre-existing templates and tools stay yours, (3) you can show the work in your portfolio.

Watch for

"All work product, including any pre-existing materials, is hereby assigned to Client in perpetuity" — without a payment condition. You could deliver a project, not get paid, and still legally have no rights to your own work.

4. Confidentiality

Worth reviewing
Each party holds the other's confidential business information in strict confidence for the term + 2 years. Standard carveouts apply: public information, prior knowledge, independent development, legally required disclosure.

Plain English

Mutual confidentiality protects you too — the client agrees not to disclose your rates, methods, or other business information. The 2-year survival period is standard for commercial information.

Watch for

One-sided confidentiality that protects only the client's information. Also watch for clauses that prevent you from ever discussing the work — even for general portfolio purposes — with no sunset date.

5. Termination and Kill Fee

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(a) Either party may terminate with 14 days' written notice. (b) Client termination for convenience: pay completed work + 25% kill fee on remaining value. (c) Freelancer termination: deliver completed work, retain payment for completed work, refund unstarted advance. (d) Either party may terminate immediately for uncured material breach.

Plain English

The kill fee is what stands between you and walking away from a canceled project with nothing. 25% is on the lower end — 50% is also common and more protective. Symmetrical termination rights mean you can also exit if the client stops responding.

Watch for

"Client may terminate at any time without payment for work not yet invoiced" — this means a client can cancel the day before you deliver and owe you nothing for weeks of work. No kill fee + no completion payment = a trap.

6. Independent Contractor Status

Worth reviewing
Freelancer is an independent contractor, not an employee. Freelancer is responsible for all taxes. No employment relationship, joint venture, or partnership is created.

Plain English

This clause prevents the client from later claiming you were an employee (which would trigger payroll tax liability and benefit obligations for both of you). It's protective for both sides.

Watch for

Contracts that say 'independent contractor' but include provisions that look like employment — fixed hours, mandatory location, exclusive availability. Courts look at the real relationship, not just what the contract calls it.

7. Limitation of Liability

Worth reviewing
No indirect, consequential, or punitive damages. Total aggregate liability capped at fees paid in the 12 months preceding the claim. Exceptions for confidentiality breaches and willful misconduct.

Plain English

This cap protects you from claims that dwarf the project value. A $5,000 freelance project shouldn't expose you to $500,000 in consequential damages if something goes wrong. The exceptions for confidentiality and willful misconduct are fair and standard.

Watch for

Contracts with no liability cap on your side — or caps that apply only to the client but not to you. Also watch for removal of the consequential damages waiver only for your obligations (meaning you could owe unlimited damages but they cannot).

8. General Provisions

Standard
Governing law: [STATE]. Disputes in [COUNTY, STATE]. Entire agreement. Amendment requires written signatures. No waiver. Severability. Electronic signatures valid.

Plain English

Fill in your state and county. 'Entire agreement' means verbal promises made during negotiation aren't binding unless they're in the contract — which is why you should put everything that matters in writing.

Watch for

"Disputes resolved in [client's distant state]" — litigation 2,000 miles away is expensive even when you're right. Negotiate for your home jurisdiction or a neutral one.

Signature Block

CLIENT: Signature: _______________________ Name: ___________________________ Title: ____________________________ Date: ____________________________ FREELANCER: Signature: _______________________ Name: ___________________________ Date: ____________________________

Electronic signatures (DocuSign, HelloSign) are legally valid. Never start work before both parties have signed — "I'll sign it later" from a client is a red flag.

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