The 9 Clauses Every Freelance Contract Must Have (Lawyer-Reviewed)

Sarah Mitchell

Freelancers lose money in three specific and preventable ways: clients who refuse to pay, scope that expands without additional compensation, and IP disputes after delivery. A solid contract with nine specific clauses prevents all three. Not a complicated document requiring an attorney — a professional agreement that takes ten minutes to customise for each project and that most clients sign within 24 hours.

This guide was reviewed by Sarah Mitchell, a former contracts attorney who has been filing as a freelancer for six years. All clauses are enforceable in most common law jurisdictions. For projects over $50,000, complex IP arrangements, or heavily regulated industries, having an attorney review your specific agreement is worth the investment. For everything else, the nine clauses below are sufficient.

One absolute rule: no contract means no work. This applies to every engagement, every client, every project — including clients you know well and clients you've worked with before. The clients who refuse to sign a basic contract are revealing exactly what the rest of the engagement will look like. Listen to them before any money is at stake.

Clause 1 and 2: Payment Terms and Upfront Deposit

Payment terms: Net 14 — payment due within 14 days of invoice — is the freelance standard. Net 30 is a corporate convention designed to benefit buyers. Most clients will accept Net 14 without objection. The late fee structure is your enforcement mechanism: 1.5% per month on outstanding balances is enforceable in most jurisdictions and professionally standard. State it factually in the contract. The work stoppage clause converts the abstract obligation into operational power: if payment isn't received within 30 days of invoice, work on all active projects pauses until the account is brought current.

Upfront deposit: never start work without 25 to 50% of the total project fee paid before work begins. The deposit serves four functions: it filters unserious clients who haven't secured internal approval, it covers your sunk time if the project is cancelled, it transfers financial risk from you to the client, and it signals professionalism to clients who have worked with agencies and senior consultants before. When a client objects to a deposit, the response is brief and non-negotiable: a deposit is standard practice for all my projects. It reserves my time and covers the initial phase of work regardless of outcome. If you're uncomfortable with this arrangement, I'm happy to help you find a provider who structures things differently.

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Clause 3 and 4: Scope Definition and Change Orders

Scope with explicit exclusions is the clause most freelancers write incompletely, and the incompleteness is the primary mechanism through which scope creep enters. Write the inclusions in deliverable terms: three landing page designs presented in Figma in two rounds of review. Write the exclusions with equal specificity: excludes copywriting, photography, print production, and any design work outside the three agreed page templates.

The practical test: read the scope clause with adversarial intent. Imagine the most demanding version of your client looking for anything ambiguous they can use to request additional work without additional pay. Close every ambiguity you find with an explicit exclusion.

Change order process: any work outside the defined scope requires a written change order — a brief document specifying the additional deliverable, fee, and timeline impact — approved before any work begins. Not after. Not during. Before. The discipline of sending a change order before every out-of-scope request is the entire value of this clause. One exception normalises the pattern. Never make one.

Clauses 5 through 9: IP, Kill Fee, Revisions, NDA, Jurisdiction

IP ownership conditional on payment is the most powerful single clause in any freelance contract. All work product — designs, code, copy, any deliverable — remains your intellectual property until the client pays in full. On receipt of final payment, full ownership transfers. This gives you decisive use in payment disputes. A client who owes $8,000 on a completed project can't legally publish, use, or display that work until payment clears. In my experience as a contracts attorney, this clause has never failed to resolve a payment dispute within 72 hours of being invoked.

Kill fee: when a client cancels mid-project, they owe 25 to 50% of the remaining project value. 25% for shorter projects with limited sunk costs. 50% for longer engagements where you've cleared your schedule and turned away other work. Make the kill fee symmetrical: if you cancel, you refund work paid for but not yet delivered. Symmetrical clauses feel fair and are rarely contested.

Revision limits: two rounds of revisions is the industry standard for most creative work. After the second round, additional revisions are billed at your hourly rate. State that rate in the contract so there's no ambiguity.

A mutual NDA clause protects both parties and is expected by sophisticated clients. Two-year term, carve-out for information that becomes publicly available independently. This clause signals professional maturity.

Governing law and jurisdiction: use your jurisdiction for dispute resolution. For international clients, add an arbitration clause: any dispute shall first be referred to mediation before either party initiates legal proceedings. This converts what could be expensive international litigation into a manageable process.

Getting Contracts Signed Without Friction

Use an e-signature tool. DocuSign, HelloSign, HoneyBook, and PandaDoc all create legally binding signatures in most jurisdictions and take the client approximately 90 seconds to complete. Emailing a PDF and asking the client to print, sign, scan, and return it creates unnecessary friction that often delays signing by days. Use an e-signature tool on every engagement.

Send the contract within 24 hours of verbal agreement. The sequence: scope call, verbal agreement, contract sent within 24 hours, contract signed before any work begins. Doing any work before a contract is signed undermines your use and normalises the client's expectation that you work first and formalise later.

For repeat clients on recurring projects: use a master services agreement signed once plus a brief project addendum for each new engagement. The MSA covers all non-changing terms. The addendum adds only the scope, timeline, and fee for each specific project. Starting a new project with an existing client with an MSA in place takes five minutes of paperwork rather than thirty.

The FreelanceHub contracts library contains a complete set of free templates: standard project contract, retainer agreement, master services agreement with project addendum, and a change order template. All have been reviewed for enforceability in US, UK, and Australian common law jurisdictions.

Using the FreelanceHub Contract Templates in Practice

Every template in the FreelanceHub contracts library was built to be customised in under 10 minutes without legal knowledge. Here is the exact workflow. Download the standard project contract. Fill in the five variables: your name and business entity, the client name and company, the project scope and exclusions, the fee, deposit amount, and payment schedule, and the governing law jurisdiction. Send via DocuSign or HelloSign with a note: please review and sign — happy to answer any questions before you do. That's the entire process.

The clause that takes the most time to customise is the scope and exclusions section, and for good reason — it's the most important clause in the contract. Spend 15 minutes on it. Be specific about what you'll deliver, the format, the number of revisions, and the timeline. Be equally specific about what you'll not deliver. If you're a developer, explicitly exclude design, copywriting, SEO, and ongoing maintenance. If you're a designer, explicitly exclude photography, illustration, print production, and anything outside the agreed pages or screens. Every hour you spend on scope specificity in the contract saves five hours of scope dispute later.

For clients who ask to use their own contract: read it carefully before signing. The things to check in any client-supplied contract: does IP transfer on full payment, or does it transfer on first delivery? Are there non-compete clauses that would restrict your ability to work in your industry? Are there liability caps that would expose you beyond the contract value? What are the payment terms and dispute resolution mechanisms? If any of these are unfavourable, negotiate specific clauses rather than rejecting the contract entirely. Most clients will accept targeted clause modifications if you explain your reasoning professionally.

Contract Red Flags: Clients to Think Twice About

The contract process itself is a client qualification tool. How a prospect responds to a professional contract tells you more about what the engagement will be like than any interview or reference check. Here are the behaviours that consistently predict difficult client relationships.

Refusing to sign any contract: the most serious red flag. A client who refuses to sign a basic professional contract either doesn't understand standard business practice or is specifically trying to avoid the obligations a contract would create. Neither is a client you want.

Asking to remove specific protective clauses: if a client asks you to remove the IP transfer conditional on payment clause, the kill fee, or the revision limits, ask why. The answer is almost always revealing. Clients who push back on protective clauses have typically been in situations before where those clauses would have bound them to obligations they wanted to avoid.

Delaying signature indefinitely while asking you to start work: the most common version of this is can we just get started and sort out the paperwork later? The paperwork is the contract. Starting without it's always a mistake. The client who asks you to start before signing the contract is the client who will have the most scope disputes, the slowest payment, and the most contested invoices.

Insisting on payment terms longer than Net 30: any payment term beyond Net 30 days is a corporate convention designed for company accounts payable systems, not for individual professional relationships. A client who insists on Net 45 or Net 60 is telling you they manage their cash flow by extending obligations to smaller vendors. Invoice clearly at Net 14. Most professional clients will accept it. The ones who push for Net 60 are showing you who they are.