Freelance contract template: Scope, payment & IP protection
An 11-section independent contractor agreement covering scope, milestone payments, revision limits, a kill fee, IP that transfers only on final payment and governing law. Download it as a Word file or copy the clauses below, then replace every bracket with your terms.
Get the editable contract
Download the Word file and replace every [bracket], or copy the clauses below. The .docx opens in Microsoft Word, Google Docs, Apple Pages and LibreOffice.
- Freelance contract templateDownload .docx (39 KB)Read it on this page
Not legal advice. Contract law differs by country and state, so have a qualified lawyer where you and your client are based review the final version before you sign it.
Contract template
1. Parties & agreement
Names the freelancer and the client. Use the legal name of each business, not a nickname or trading name.
This Freelance Services Agreement ("Agreement") is entered into as of [DATE] by and between:
Contractor: [YOUR NAME/BUSINESS], located at [ADDRESS] ("Contractor")
Client: [CLIENT NAME/COMPANY], located at [ADDRESS] ("Client")
This Agreement governs the terms under which Contractor will provide services to Client.2. Scope of work
Lists every deliverable with quantities, the start and delivery dates, and what is excluded. See the filled-in example further down the page.
Contractor agrees to perform the following services ("Services"):
[DETAILED DESCRIPTION OF DELIVERABLES]
Deliverables: [LIST SPECIFIC DELIVERABLES WITH QUANTITIES]
Timeline: Work will commence on [START DATE] with final delivery by [END DATE]
Exclusions: The following are NOT included in this Agreement: [LIST EXCLUSIONS]3. Payment terms
Sets the deposit, the milestone and final payments, the payment method, the late fee and expenses.
Total Fee: $[AMOUNT] for the Services described above Payment Schedule: - [X]% ($[AMOUNT]) due upon signing this Agreement - [X]% ($[AMOUNT]) due upon [MILESTONE] - [X]% ($[AMOUNT]) due upon final delivery Payment Method: [BANK TRANSFER / CREDIT CARD / PAYPAL] Late Payment: Invoices unpaid after [X] days will incur a [X]% monthly late fee Expenses: Pre-approved expenses will be reimbursed with documentation
4. Revisions
Sets the number of revision rounds, defines a round, prices extra rounds and fixes the client's feedback window.
This Agreement includes [X] rounds of revisions A revision round is defined as one consolidated set of feedback Additional revision rounds will be billed at $[AMOUNT] per round or $[RATE]/hour Client must provide feedback within [X] business days of receiving deliverables Feedback received after this period may extend project timeline
5. Intellectual property
Assigns IP in the final deliverables on final payment, keeps preliminary and unused work with the freelancer, and keeps portfolio rights.
Upon receipt of final payment in full, Contractor assigns all intellectual property rights in the final Deliverables to Client Until final payment is received, all work remains the sole property of Contractor Contractor retains the right to display work in portfolio and marketing materials Contractor retains ownership of all preliminary work, concepts, and unused materials Client warrants they have rights to all materials provided to Contractor
6. Confidentiality
Both sides keep shared information confidential for a set number of years, except information that is public or independently developed.
Both parties agree to keep confidential any proprietary information shared during this engagement Confidential information excludes information that is publicly available or independently developed Confidentiality obligations survive termination of this Agreement for [X] years
7. Termination
Either side can end the agreement with notice. The client pays for work done, plus a kill fee if it cancels without cause after work begins.
Either party may terminate this Agreement with [X] days written notice Upon termination, Client will pay for all work completed to date If Client terminates without cause after work begins, Client will pay a kill fee equal to [X]% of the remaining contract value Contractor will deliver all completed work and work-in-progress upon termination
8. Limitation of liability
Caps the freelancer's liability at the amount paid, excludes indirect damages and has the client indemnify the freelancer for claims arising from its use of the deliverables.
Contractor's total liability under this Agreement shall not exceed the total amount paid by Client In no event shall Contractor be liable for indirect, incidental, or consequential damages Client agrees to indemnify Contractor against any claims arising from Client's use of the Deliverables
9. Independent contractor
Records that the freelancer is not an employee, handles their own taxes and insurance and can work for other clients.
Contractor is an independent contractor and not an employee of Client Contractor is responsible for their own taxes, insurance, and benefits Contractor may provide services to other clients during this engagement
10. Governing law & disputes
Names the law that applies and how disputes are handled. Fill in both lines, then have a lawyer qualified in that jurisdiction confirm them before signing.
Governing Law: This Agreement is governed by the laws of [STATE/PROVINCE, COUNTRY] Dispute Resolution: The parties will first try to resolve any dispute through good-faith discussion within [X] days of written notice If not resolved: [MEDIATION / ARBITRATION UNDER (NAMED RULES) / THE COURTS OF (CITY, STATE/COUNTRY)]
11. Signatures
Both parties sign, print their names and date the agreement. Keep a signed copy each.
By signing below, both parties agree to the terms of this Agreement. Contractor Signature: _________________ Date: _________ Print Name: _________________ Client Signature: _________________ Date: _________ Print Name: _________________
Optional clauses
Add these only if they fit the engagement. They are also at the end of the Word file.
Non-solicitation
Add if you work with subcontractors or staff the client might try to hire directly.
During this Agreement and for [X] months after it ends, Client will not directly solicit or hire any employee or subcontractor of Contractor who worked on the Services, without Contractor's written consent
Force majeure
Add if delays outside either side's control would otherwise count as a breach.
Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, war or pandemic The affected party will notify the other party promptly and resume performance as soon as reasonably possible
Rush work
Add if clients sometimes need work faster than your standard timeline.
Work requested with less than [X] business days' notice is billed at a [X]% rush premium, subject to Contractor's availability
Currency and international payments
Add for clients in another country.
All amounts in this Agreement are in [CURRENCY] Client pays any bank, transfer or currency conversion fees so that Contractor receives the full invoiced amount
Not legal advice. This template is a drafting starting point, provided for information only. Contract law differs by country and state, so have a qualified lawyer where you and your client are based review the final version before you sign it.
These are drafting examples. Adapt the terms with legal advice for your jurisdiction and engagement before signing.
Additional Clauses Worth Considering
Depending on your work, you might also include:
Independent contractor status
Clarify that you're not an employee. The distinction has tax and legal implications:
Contractor is an independent contractor and not an employee of Client. Contractor is responsible for their own taxes, insurance, and benefits.
Non-Solicitation
Prevent clients from hiring your team:
During the term of this agreement and for 12 months thereafter, Client agrees not to directly solicit or hire any subcontractors or employees of Contractor.
Force Majeure
What happens during extraordinary circumstances:
Neither party shall be liable for delays caused by circumstances beyond their reasonable control, including natural disasters, war, or pandemic.
Client responsibilities
What you need from them to do your job:
- Access to systems, accounts, or materials
- Timely feedback and approvals
- Point of contact availability
- Content, images, or information
Common freelance contract mistakes
Avoid these pitfalls:
1. Being too vague
❌ "Contractor will design a website"
✅ "Contractor will design a 5-page responsive website including homepage, about, services, portfolio, and contact pages, delivered as Figma files"
2. No kill fee
If a client cancels mid-project, you've turned down other work and invested time. A kill fee (25-50% of remaining balance) compensates for this.
3. Ownership before payment
Never transfer IP rights until you're paid in full. This is your leverage for ensuring payment.
4. Missing dependencies
If you need things from the client (logos, content, access), specify what happens when they're late. Delays on their end shouldn't become your problem.
5. No revision limits
"I'll know it when I see it" clients will revise forever without limits. Define what's included and charge for extras.
6. Weak payment terms
Net 30 might work for big companies, but freelancers often need faster payment. Consider:
- Deposits before starting
- Progress payments at milestones
- Shorter payment terms (Net 7-15)
How to negotiate contract terms
Contract negotiation doesn't have to be adversarial:
Start with your standard terms
Always send your contract first. It's easier to negotiate from your template than to redline theirs.
Know what's negotiable
Typically negotiable:
- Payment schedule timing
- Number of revision rounds
- Timeline adjustments
- Specific deliverables
Protect at all costs:
- IP ownership (until payment)
- Payment for work completed
- Liability limitations
- Kill fee
Address concerns professionally
When clients push back, ask "What concern are you trying to address?" Often their underlying need can be met with different language.
Get it in writing
Verbal agreements and email threads aren't enough. All negotiated changes should be in the signed contract.
Special situations
Retainer agreements
For ongoing work, add:
- Monthly hour allocation
- Rollover policy (or not)
- Rate lock period
- Termination notice requirements
Rush projects
For tight deadlines, include:
- Rush fee premium (25-100%)
- Expedited payment terms
- Scope limitations
Large projects
For projects over $10,000, consider:
- More detailed milestones
- Smaller payment increments
- Mid-project review points
- Change order process
Example: filled-in clauses for a 5-page website design project
Hypothetical figures for one project, to show the level of detail. They are not rates or terms to copy.
- Scope: Contractor will design a 5-page website: homepage, about, services, portfolio and contact. Design covers desktop and mobile layouts, delivered as Figma files. Development, copywriting and photography are not included.
- Timeline: Work starts when the deposit and all required materials are received. First draft within 14 business days. Client feedback within 5 business days. Final delivery within 7 business days of receiving feedback.
- Payment: Total fee $5,000. 50% ($2,500) on signing, 25% ($1,250) on approval of the first draft, 25% ($1,250) on final delivery.
- Revisions: Two rounds. A round is one consolidated set of feedback. Additional rounds are billed at $150 per hour.
- Termination: Either party may terminate with 7 days' written notice. Client pays for work completed to date. If Client terminates without cause after work has begun, Client pays a kill fee of 25% of the remaining balance.
- Liability: Contractor's total liability will not exceed the total amount paid by Client.
What each clause does
| Clause | What it does | Common mistake |
|---|---|---|
| 1. Parties | Identifies who is bound by the contract. | Using a nickname or trading name instead of the legal name of the business. |
| 2. Scope of work | Defines the deliverables, quantities, dates and exclusions. | Vague descriptions such as "design a website", and no mention of what the client must supply or what happens when it is late. |
| 3. Payment terms | Sets the deposit, milestone payments, method and late fee. | No deposit, or long payment terms on a small project. |
| 4. Revisions | Caps rework and defines a revision round. | "Unlimited revisions", or no definition of a round. |
| 5. Intellectual property | Controls when ownership passes to the client. | Transferring rights before the final payment arrives. |
| 6. Confidentiality | Protects information both sides share. | Terms so broad they block portfolio use you need. |
| 7. Termination | Sets notice, payment for work done and the kill fee. | No kill fee and no notice period. |
| 8. Limitation of liability | Caps what you can be asked to pay if something goes wrong. | No cap at all. |
| 9. Independent contractor | Records that you are not an employee. | Assuming the label decides your status. Tax authorities look at how the work is actually done. |
| 10. Governing law & disputes | Says which law applies and how disputes are handled. | Leaving it out, which makes any dispute with a client in another state or country harder. |
Before you sign: what to check with a lawyer
This template has not been reviewed for any particular country or state. Take these points to a lawyer qualified where you and your client are based.
- The governing law and disputes section is a fill-in clause. Choose the law and the forum, then have a lawyer qualified in that jurisdiction confirm the wording.
- Clause 9 records independent contractor status, but tax and labour authorities decide status from how the work is actually done (for example the US IRS looks at behavioural control, financial control and the relationship). The clause does not settle it on its own.
- Clauses 3 and 7: some jurisdictions limit late-payment interest and may refuse a kill fee that works as a penalty. Check the percentages you fill in.
- Clause 5: some countries require an IP assignment to be in writing and signed, and moral rights may need a separate waiver.
- For clients abroad, state the currency and governing law, and expect enforcement across borders to be slower and more expensive. A larger deposit reduces the risk.
Drafting tips
- Get the contract signed before you start work, and put any later changes in writing too.
- Write the scope as a list with quantities and exclusions. "Design a website" invites disputes; "5 pages, desktop and mobile layouts, Figma files" does not.
- Take a deposit before starting, and start the timeline only when the deposit and the client's materials arrive.
- Keep the IP assignment tied to final payment (clause 5).
- Fill in the kill fee in clause 7. Without a number it protects nothing.
- Send your own contract first. It is easier to negotiate from your template than to redline the client's.
- Have a lawyer review your standard template once, including clause 10, then adapt the scope, dates and fees per project.
What this contract covers
Kill fee on cancellation
Clause 7: if the client ends the project without cause after work starts, they pay for work done plus a kill fee set as a percentage of the remaining contract value.
Ownership passes on final payment
Clause 5 assigns IP in the final deliverables only once the final payment arrives. Until then the work stays yours, and preliminary concepts stay yours either way.
Milestone payments
Clause 3 splits the fee into a deposit, a milestone payment and a final payment, with the payment method, a late fee after a set number of days and reimbursement of pre-approved expenses.
Revision limit
Clause 4 sets the number of rounds, defines a round as one consolidated set of feedback, prices extra rounds and lets late feedback move the timeline.
Late fee
Clause 3 adds a monthly late fee once an invoice is unpaid after the number of days you choose. Check local limits on late-payment interest before you fill in the rate.
Independent contractor status
Clause 9 records that you are not an employee, pay your own taxes and may work for other clients. Authorities still judge status by how the work is done.
Frequently asked questions
Is a freelance contract legally binding?
A signed freelance contract is generally binding if it meets the legal requirements where you and the client are, and it is your main evidence if you need to recover payment. Electronic signatures are recognised in many places, including under the US ESIGN Act and the EU eIDAS Regulation. This template is not legal advice, so have a local lawyer review it.
What's the most important clause in a freelance contract?
Scope and payment cause most disputes, so get clauses 2 and 3 specific. The IP clause matters too: under clause 5 ownership passes only on final payment, which gives you leverage if an invoice goes unpaid.
Should I use the same contract for all clients?
Use the same core template and change the scope, timeline and payment details for each project. Keep the protective clauses (IP, revisions, kill fee, liability, governing law) the same unless there is a reason to change them.
What if a client won't sign my contract?
Ask what concern they are trying to address. Often a change to the payment timing or the number of revision rounds solves it. If they refuse any written terms, treat that as a warning about the project.
Which terms can I negotiate, and which should I keep?
Payment timing, the number of revision rounds, dates and specific deliverables are usually negotiable. Payment for work completed, ownership passing only on payment, the liability cap and the kill fee are the terms to protect.
How do I handle clients in another country?
Name the currency and who pays transfer fees (see the optional clauses), fill in the governing law in clause 10, and take a larger deposit. Recovering unpaid fees across borders is slower and costs more.
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