Contract Clauses Library
15 essential contract clauses for freelancers. Copy-paste ready. Protect yourself.
📜 The Clauses
1. Payment Terms
Defines when and how you get paid. The most critical clause.
Payment Terms: Client shall pay the total fee within [15/30] days of invoice date. A late fee of [1.5%] per month (18% APR) will apply to all balances unpaid after the due date. All invoices are payable in [Currency] via [Payment Method].
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2. Scope of Work
Defines exactly what you're delivering. Prevents scope creep.
Scope of Work: Contractor agrees to deliver the following: [List deliverables]. Any work outside this scope requires a separate written agreement and additional compensation. Client requests for additional work will be billed at [Rate] per hour.
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3. Revisions Policy
Limits unpaid revision rounds. Essential for creative work.
Revisions: This agreement includes [2] rounds of revisions. Additional revisions will be billed at [Rate] per round. Revisions must be requested within [14] days of deliverable submission. Revisions requested after this period may require a new project agreement.
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4. Kill Fee
Protects you if the client cancels mid-project.
Kill Fee: In the event the Client terminates this agreement before completion, Client shall pay a kill fee of [50%] of the total project fee if termination occurs before [50%] completion, and [100%] of the fee if termination occurs after [50%] completion. All work completed to date shall be delivered to Client upon payment of the kill fee.
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5. Intellectual Property Rights
Defines who owns what and when ownership transfers.
Intellectual Property: Contractor retains all rights to work product until full payment is received. Upon full payment, Client receives a [non-exclusive/exclusive] license to use the work product for [specified purposes]. Contractor retains the right to display the work in their portfolio and marketing materials unless otherwise agreed in writing.
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6. Confidentiality
Protects both parties' sensitive information.
Confidentiality: Both parties agree not to disclose confidential information shared during this engagement. "Confidential Information" includes business plans, financial data, client lists, trade secrets, and proprietary methodologies. This obligation survives termination of this agreement for a period of [3] years.
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7. Liability Limitation
Caps your liability to the amount of the contract.
Limitation of Liability: Contractor's total liability under this agreement shall not exceed the total amount paid by Client to Contractor under this agreement. In no event shall Contractor be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or business interruption.
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8. Indemnification
Requires the client to protect you from third-party claims.
Indemnification: Client agrees to indemnify and hold harmless Contractor from any claims, damages, losses, or expenses arising from Client's use of the work product, Client's breach of this agreement, or Client's violation of any third-party rights.
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9. Independent Contractor Status
Clarifies that you're not an employee. Critical for tax compliance.
Independent Contractor: Contractor is an independent contractor and not an employee, agent, or partner of Client. Contractor is responsible for their own taxes, insurance, and benefits. Client shall not withhold any taxes or provide any employee benefits to Contractor.
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10. Termination
Defines how either party can end the agreement.
Termination: Either party may terminate this agreement with [14] days' written notice. Upon termination, Client shall pay for all work completed to date. Contractor shall deliver all completed work to Client upon receipt of payment for completed work.
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11. Governing Law
Specifies which jurisdiction's laws apply to disputes.
Governing Law: This agreement shall be governed by and construed in accordance with the laws of [Jurisdiction/State/Country]. Any disputes arising under this agreement shall be resolved in the courts of [Jurisdiction].
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12. Force Majeure
Protects both parties from events beyond their control.
Force Majeure: Neither party shall be liable for failure to perform due to causes beyond their reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government actions, pandemics, natural disasters, or internet service provider failures. The affected party shall notify the other party promptly and resume performance as soon as possible.
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13. Non-Compete
Prevents clients from poaching your other clients or employees.
Non-Compete: During the term of this agreement and for [6 months] thereafter, Client shall not directly or indirectly solicit, recruit, or hire any of Contractor's employees, contractors, or other clients for competing services without Contractor's written consent.
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14. Warranty
Limits what you guarantee about your work.
Warranty: Contractor warrants that the work product will be original and will not infringe on any third-party intellectual property rights. Contractor makes no other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose. Client accepts work product "as is" upon delivery and payment.
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15. Entire Agreement
Ensures the written contract supersedes any verbal agreements.
Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral. No modification or waiver of any provision shall be effective unless in writing and signed by both parties.
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