Essential Freelance Contract Review Checklist

Freelance contract checklist

Most client contracts start from a template that a lawyer wrote to protect the client. Go through these clauses before you sign. For each clause, decide if it is acceptable, if it needs a change, or if it is missing.

Clause	What to look for	Red flag
Parties	Legal names and mailing addresses of you and the client	No client address, or the wrong legal entity
Scope	Deliverables that you can count, and a list of work that is not included	“Marketing materials” or “website design” with no detail
Revisions	A set number of revision rounds, then a price for each extra round or hour	No limit on revisions, or no number at all
Change requests	A written change, with a price and new dates, for each piece of new work	The client can change the scope by email with no price
Fee and payment	Amount, currency, method and due date for each payment	No due date, or payment only “on approval”
Deposit and milestones	A part paid up front, and the rest paid at delivered milestones	All payment at the end of a long project
Late payment	Interest or a late fee, and your right to stop work	No result when the client pays late
IP ownership	Rights go to the client after full payment	Rights go to the client on signature or delivery, before you get paid
Portfolio	You can show the work, and the contract states any confidentiality limits	No portfolio right at all
Timeline	Your dates and the client’s dates for content, feedback and approvals	Your deadline does not move when the client is late
Termination	Both sides can end the contract with notice. You get paid for finished work	Only the client can end the contract, with no payment for finished work
Liability	A maximum amount, for example the fees paid under the contract	No limit on your liability
Indemnification	Mutual, and limited to the breach of each side	You pay for all client losses, also those from the client’s own materials
Non-compete and exclusivity	None, or narrow in topic and time	You cannot work in the client’s industry for a year or more
Confidentiality	Real secrets only, with an end date	So broad that you cannot say that you worked for the client
Insurance	Required cover that is in proportion to the project	High coverage limits on a small project
Disputes	The governing law, and mediation or arbitration before court	A court far away that you cannot afford to travel to

IP (intellectual property) is the legal right to the work that you make. Indemnification is a promise to pay the other side’s losses from a claim.

Payment terms

Make sure that the contract states these five things: fee, schedule, payment method, currency and the result of late payment.

• Each payment has a date or a clear trigger, for example “within 14 days of the invoice”.
• A long project has a deposit and milestone payments. You do not pay for the whole project with your own time.
• You agreed to long payment terms (net 30, net 60) on purpose. They are not a default that you missed.
• The contract states the result of late payment. For example, interest or a late fee where local law permits it.
• The contract gives you the right to stop work until the client pays.
• A kill fee states your payment if the client cancels the project before the end.
• The contract lists the expenses that the client pays back, and if they need approval first.

Some places put parts of this into law. In New York City, a freelance contract of $800 or more must be in writing. The $800 includes all work for the same client in 120 days. The contract must state the work, the pay and the payment date. If the contract has no date, the client must pay within 30 days after you finish the work.

New York State extended similar protections to the full state for freelancers who get at least $800. Illinois has a Freelance Worker Protection Act for contracts of $500 or more. Under that law, the contract must be in writing. The payment date must be no later than 30 days after you deliver the work.

Scope, revisions and change requests

Unclear scope is the most frequent cause of unpaid work. Look for deliverables that you can count. For example: “homepage design, five templates for interior pages, mobile layouts, two revision rounds”. Do not accept only “website design”. The contract must also list the work that it does not include. For example, a logo project can exclude brand guidelines and business cards.

Keep revisions and changes apart. A revision adjusts the agreed deliverable (“make the headline larger”). A change adds new work (“add three more pages”). The contract limits revisions by round. Each change needs a written change order with a price and a new date.

Intellectual property and portfolio rights

• Ask for the rights to go to the client on full payment, not on delivery or signature. Until then, the rights stay with you if the client does not pay.
• Make sure that only the final deliverables go to the client. Your tools, templates, code libraries and ideas stay with you.
• Ask for a clause that lets you show the work in your portfolio. The clause can set limits, for example “only after launch”.
• Read the words “work made for hire” with care. The rule for the US is below.

In the US, a work made for hire is a work for which the law treats the client as the author. According to the US Copyright Office, work by an independent contractor is a work made for hire only when two conditions are both true. First, the work is in one of nine categories, for example a contribution to a collective work, a translation or a compilation. Second, both sides sign a written agreement that says so. In other cases, the client usually gets the rights through a written assignment. Find out which method your contract uses and what it covers.

Timeline and client delays

A deadline clause must give your dates and the client’s dates. The client’s dates are for content, feedback and approval. Add a sentence that moves your deadline when the client is late with their part. Without it, three weeks of slow feedback still leave you with the original delivery date.

Termination

• Both sides can end the contract with the same notice period.
• If the client ends the contract, you get paid for all finished work, your expenses and any agreed kill fee.
• The contract states what happens to unfinished work and who owns it.

Liability, indemnification and insurance

These clauses carry the largest financial risk for a business with one person.

• Liability cap: Without a cap, a mistake on a $10,000 project can cost you much more than $10,000. Ask for a cap on your total liability, for example the fees paid under the contract. Some claims, for example a breach of confidentiality, can be outside the cap. Keep the general liability under the cap.
• Indemnification: A promise to pay for your own breach is fair. An example is an image that you used without the rights. A promise to pay for all problems, also those from the client’s materials or decisions, is not fair. Ask for mutual indemnification.
• Insurance: If the client requires liability insurance, find out the price of the required limits before you accept.

Non-compete, exclusivity and confidentiality

A non-compete clause stops you from work for other clients in a field. Freelancers work for many clients, so a broad non-compete can cost more than the project pays. Ask the client to remove it. If the client refuses, make it narrow: one named competitor or product, for a short time. Laws on non-competes are very different between states and countries. Negotiate the clause. Do not expect a court to cancel it for you.

Also look for these clauses:

• Exclusivity, which means no other clients at all
• A clause that gives the client each idea that you mention during the project
• Confidentiality so broad that you cannot list the client
• Automatic renewal with no exit
• A personal guarantee that makes you liable even when you work through a company

When you find a problem clause

1. Sort the problems into two groups. Put must-fix items first, for example unlimited liability, a broad non-compete or no payment terms.
2. Put nice-to-have changes second, for example stronger portfolio rights or protection against client delays.
3. Propose exact new text for each must-fix item. For example: “Change section 8. Limit indemnification to direct breaches of my obligations, with a cap at fees paid.”
4. Explain each change in business words. For example: “This clause makes me liable for much more than the project pays.”
5. If the client refuses to change a must-fix item, think about declining the project.
6. Save the new text that clients accepted. Use it again in the next contract.

Use this checklist with Claude or ChatGPT

Claude or ChatGPT can do a fast first pass. Paste this checklist into the chat. Then attach or paste the contract and ask for a report for each clause:

I am a freelancer. Below is my contract checklist and a contract a client
sent me. For each checklist row, quote the clause that covers it (with its
section number), say whether it is acceptable, needs a change, or is
missing, and suggest replacement wording for anything that needs a change.
List the must-fix items first.

Find each quoted clause in the contract yourself. The AI can read a clause incorrectly, miss a clause or give a section number that does not exist. Remove client names, rates and other confidential details before you upload. Your contract or the data settings of your AI workspace can forbid you to share them. The AI is not a lawyer. For a high-value contract, pay a lawyer to read it before you sign. Do the same for a clause that you do not understand.

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