freelance-contract-template

Imported from FerroxLabs/wayland (src/process/resources/skills-library/bodies/skills/career-development/freelance-contract-template/SKILL.md). Install upstream with npx skills add FerroxLabs/wayland --skill freelance-contract-template. Copyright stays with the author (Apache-2.0).

Freelance Contract Template

When to Use

Use this skill when:

• A freelancer needs to generate a complete services agreement from scratch for a new client engagement (design, development, writing, consulting, photography, video, audio, marketing, or any other independent contractor service)
• A freelancer asks "what should my contract include?" or "how do I protect myself legally with clients?"
• A user wants to create a reusable master contract template they can adjust per-client rather than starting from scratch each time
• A freelancer has been burned by a previous client (scope creep, non-payment, IP disputes) and wants a contract that prevents recurrence
• A freelancer is formalizing an informal working relationship -- moving from handshake agreements or email threads to a signed document
• A user needs to draft specific clauses (just the IP clause, just the revision clause) to add to an existing skeleton agreement

Do NOT use this skill when:

• The user needs an employment contract, offer letter, or contractor-to-employee transition document -- use business HR skills instead
• The user has a contract from a client and wants you to review, interpret, or flag concerning clauses in it -- use legal-civic document review skills instead
• The user needs a business partnership agreement, LLC operating agreement, or co-founder agreement -- use business legal skills instead
• The user needs a software licensing agreement, SaaS terms of service, or end-user license agreement -- these are product legal documents, not service agreements
• The user is negotiating a work-for-hire arrangement with full IP buyout at market rates -- the IP provisions here are a starting point, but specialized creative rights agreements exist for film, music, and publishing
• The user needs a non-disclosure agreement as a standalone document before even discussing a project -- produce a standalone NDA separately

Process

Step 1: Gather Engagement-Specific Details

Before writing a single clause, collect the following. Ask the user directly for any missing inputs rather than guessing:

• Parties: Full legal names (or business entity names) of both the service provider and the client. If the user operates as an LLC or corporation, use that entity name, not their personal name -- this affects liability.
• Service type: What category of work? This affects IP language (visual art, code, written content, and strategy consulting each have different ownership norms).
• Deliverable definition: Ask for a concrete list of outputs, not just "website design." Get specifics: "5 page layouts, 1 logo, brand style guide in PDF format." Vague scope is the primary cause of contract disputes.
• Pricing structure: Fixed fee, hourly, retainer, or milestone-based? Each requires different payment clause architecture.
• Payment amount and schedule: Total fee and how it is split. Most freelancers use 50/50 (deposit + final), 50/25/25, or 33/33/33. Some use a flat 100% deposit for very short or high-risk engagements.
• Timeline: Start date, milestone dates, completion date. Ask whether the timeline is hard (immovable deadline, such as a product launch) or flexible.
• Revision policy: How many rounds are included? What is the turnaround time for both sides? What is the overage rate?
• IP preferences: Does the client get full assignment of ownership? Does the freelancer retain a license for portfolio use? Are there pre-existing assets (code libraries, stock elements, templates) that the freelancer is incorporating?
• Confidentiality needs: Is the project sensitive enough to require both sides to keep it quiet? Does the client want NDA-level protection? Does the freelancer need the right to list the client as a reference?
• Termination preferences: Kill fee or proration? Minimum notice period? Any kill fee floors (e.g., "Client owes at least 25% of the total fee even if cancelled before any work begins")?
• Jurisdiction: What state/country governs the agreement? If unknown, default to the service provider's location.

Step 2: Determine the Contract Structure Based on Engagement Type

Different engagement types need different clause emphasis:

Project-based (fixed scope, fixed fee):

• Lead with a detailed Scope of Work -- this is the most-litigated clause in project contracts
• Use milestone-triggered payments tied to specific deliverables, not calendar dates
• Include a clear project completion definition (what does "done" look like, and what triggers final payment release)

Hourly/time-and-materials:

• Replace fixed fee structure with rate, billing cycle (weekly or biweekly is standard), and any cap on hours per week or month
• Add a "not to exceed" clause if the client wants budget certainty: "Total hours under this agreement will not exceed [X] without written approval from Client"
• Include timesheet/reporting requirements (do you submit a timesheet? Weekly report? Estimate before beginning each task?)

Retainer (ongoing relationship):

• Define the retainer as a monthly service commitment, not a bank of hours (hours-based retainers create hourly-rate framing which invites micromanagement)
• Specify what the retainer covers: types of work, monthly deliverable minimums, response time expectations
• Add a rollover policy: industry standard is no rollover of unused capacity, but some freelancers offer partial rollover (up to one month) for long-term clients
• Include a renewal/cancellation period (30 days written notice is standard for retainers; less than 30 days typically results in the retainer fee being owed regardless)

Multi-phase (large projects with distinct phases):

• Break the contract into phases with separate scope, timeline, and payment for each
• Include a "phase gate" clause: client must formally approve Phase 1 output before Phase 2 begins, and approval triggers the Phase 2 payment
• Add language about what happens if the project is paused between phases (typically a restart fee or re-scoping requirement)

Step 3: Draft the Scope of Work with Precision

The Scope of Work (SOW) is the highest-leverage clause in any freelance contract. Write it with surgical specificity:

• List deliverables as discrete, countable items. "Website" is not a deliverable. "10 responsive HTML pages built in WordPress, including homepage, about, services (x3), portfolio, blog index, blog post template, contact, and 404" is a deliverable.
• Specify the format of each deliverable. Design files in Figma? Source code in a Git repository? Writing in a Google Doc? PDF? These matter for final handoff.
• Write an explicit exclusion list. What is NOT included? "This scope does not include: SEO copywriting, photography, third-party plugin licensing, hosting, domain registration, or ongoing maintenance." Every "not included" item you list is a future change order rather than a free add-on.
• Reference any external documents (proposals, creative briefs, email threads) by date and attach them as exhibits -- do not try to re-summarize a detailed proposal inside the contract body.
• Define acceptance criteria. For creative work: "Deliverables are considered accepted if Client does not provide written feedback within [5] business days of delivery." This prevents indefinite approval limbo.

Step 4: Build the Payment Architecture

Payment terms are the second-most-contested area of freelance contracts. Build them to minimize dispute:

• Deposits are non-negotiable for project work. A minimum 25% deposit before work begins; 50% is industry standard. The deposit compensates the freelancer for time blocked, opportunity cost, and the risk of client non-payment. Never waive a deposit for a new client regardless of their company size.
• Tie milestone payments to deliverable approval, not calendar dates. "Milestone 2 payment ($1,500) is due within 5 business days of Client's written approval of the homepage and interior page designs" is more enforceable than "Milestone 2 payment is due on March 15."
• Specify late payment consequences precisely. A 1.5% per month late fee (18% annually) is legally enforceable in most U.S. jurisdictions and is an industry standard. State both the monthly rate and the annual equivalent. Include the right to pause all work until overdue balances are cleared.
• Include a collections clause. If the freelancer must use a collections agency or attorney to recover unpaid fees, the client is responsible for reasonable collection costs, including attorney fees. This clause is not aggressive -- it is a standard commercial term.
• Specify payment method. ACH/bank transfer, check, PayPal, Wise, credit card (note: credit card payments typically incur a 2.9% + $0.30 processing fee -- specify whether the client absorbs this or whether the freelancer passes it through).
• Address expenses. If the project requires third-party costs (stock photography, stock fonts, hosting, software licenses), specify whether these are included in the fee or billed as pass-through expenses at cost plus [X]% markup.

Step 5: Craft the Intellectual Property Clause

IP is the most complex clause and the one most frequently misunderstood by both parties. Structure it in three parts:

Part 1 -- Transfer of ownership in final deliverables: Ownership of final deliverables transfers to the client upon receipt of full payment. This is standard and protects the freelancer's leverage until the last invoice clears. Before full payment, all work product is the property of the freelancer. If the client uses work before paying in full (a common occurrence), they are technically infringing.

Part 2 -- Freelancer's retained rights:

• Portfolio and self-promotion rights (display work publicly, list client in case studies) -- this is a right the freelancer should always retain unless there is a specific confidential project, and even then, confidentiality should have an end date
• Pre-existing IP: any tools, frameworks, templates, code libraries, design systems, or methodologies the freelancer developed before or outside this project are licensed to the client for use with the deliverables, not assigned. This is the "tools of the trade" carve-out and it is critical for developers and designers who reuse foundational elements across projects.
• Kill fee IP retention: if the project is terminated early, the freelancer retains all IP for work not yet paid for

Part 3 -- Third-party elements: If the deliverables incorporate licensed third-party elements (stock images, fonts, open-source code, etc.), note that those elements are governed by their respective licenses, not by this agreement. The client's ability to use those elements depends on the licenses the freelancer has obtained.

Special situations:

• If the client insists on a traditional work-for-hire clause (full assignment including pre-existing tools), the freelancer should charge a premium for that -- typically 20-40% above standard rates -- because it eliminates the freelancer's ability to leverage or reuse those assets
• If the deliverable is software and the client wants the source code, address this explicitly. "Source code delivery" and "ownership of source code" are different things -- both should be addressed

Step 6: Write the Termination and Kill Fee Clause

The termination clause is where the contract earns its money when relationships go wrong:

• With-notice termination: Either party may terminate with [10-15] business days written notice (email is sufficient if acknowledged). Ten to fifteen business days is standard -- enough time to wrap up work in progress and transition responsibly.
• For-cause termination: Either party may terminate immediately if the other materially breaches the agreement and fails to cure within [5] business days of written notice. Examples of material breach: client fails to pay an overdue invoice; freelancer fails to deliver work for [20] consecutive business days without explanation.
• Kill fee for client-initiated termination: This is the key clause many freelancers omit. If the client cancels a project before completion, they owe:
  • All fees for work completed to date (prorated or milestone-based)
  • A kill fee for work blocked but not yet begun: typically 25% of the remaining contract value. This compensates for calendar time the freelancer blocked for the project and cannot immediately replace.
  • The non-refundable deposit is never returned regardless of cancellation timing -- it represents the cost of starting the engagement.
• Freelancer-initiated termination: If the freelancer terminates for non-payment or breach, any work product in progress remains the freelancer's property until the outstanding balance is paid. Completed, delivered work already paid for transfers to the client.

Step 7: Finalize Supporting Clauses and Add the Legal Counsel Notice

Assemble the remaining clauses with precise language:

• Independent contractor: Explicitly state the freelancer sets their own hours, uses their own equipment, controls their own work methods, and may work with other clients. This language is legally relevant for tax classification (IRS tests, UK IR35 rules, etc.).
• Limitation of liability: Cap the freelancer's total liability at the total fees paid under the agreement. Exclude consequential, incidental, and punitive damages. This prevents a $5,000 logo project from becoming a $500,000 lawsuit because the client claims the logo caused brand damage.
• Warranty: The freelancer warrants that the work will be original, will not infringe third-party rights, and will conform to the specifications in the SOW. This is a reasonable warranty; avoid any performance warranty (e.g., "the website will increase traffic by 20%") that ties payment to business outcomes outside the freelancer's control.
• Dispute resolution: Specify mediation before litigation. For contracts under $10,000, small claims court is often faster and cheaper than arbitration; for larger contracts, binding arbitration (AAA or JAMS rules in the U.S.) is worth specifying.
• Governing law: Default to the service provider's jurisdiction. If the client insists on theirs, that is a negotiation, not a deal-breaker -- but the freelancer should know what laws they are agreeing to be governed by.
• Entire agreement / merger clause: This agreement supersedes all prior discussions, emails, and proposals. This clause ensures that a client cannot later claim that a verbal promise overrides the written contract.
• Legal counsel notice: Place a prominent disclaimer at the top and bottom of the document. It must not be buried. Use this exact framing: "This agreement is a template and starting point. Both parties are encouraged to have this document reviewed by qualified legal counsel before signing. Laws governing contracts, independent contractor classification, intellectual property ownership, and confidentiality obligations vary by jurisdiction and change over time. This template does not constitute legal advice."

Output Format

Produce the complete contract in the following structure. Fill in every bracketed placeholder with the user's specifics. Do not leave generic placeholders in the output -- if the user did not provide a specific value, use a clearly marked "[TO BE SPECIFIED]" rather than leaving bare brackets.

## Freelance Services Agreement

⚠️ LEGAL COUNSEL NOTICE: This agreement is a customizable template and starting point.
It does not constitute legal advice. Both parties are strongly encouraged to have
this document reviewed by qualified legal counsel before signing. Laws governing
contracts, intellectual property, independent contractor status, and confidentiality
vary by jurisdiction and change over time.

---

**Service Provider:** [Full legal name or business entity name]
**Client:** [Full legal name or company name]
**Project Name / Reference:** [Short project identifier]
**Agreement Date:** [Date this agreement is signed or effective]

---

### 1. Scope of Work

[Service Provider] agrees to perform the following services for [Client]:

**Deliverables:**

| # | Deliverable | Description | Format |
|---|-------------|-------------|--------|
| 1 | [Name] | [Description] | [File type / format] |
| 2 | [Name] | [Description] | [File type / format] |
| 3 | [Name] | [Description] | [File type / format] |

**Explicitly excluded from this scope:**
- [Exclusion 1]
- [Exclusion 2]
- [Exclusion 3]

Any work outside the deliverables listed above requires a signed Change Order
(see Section 4) before work begins. Starting work without a signed Change Order
does not create an obligation for [Client] to pay, nor does it obligate
[Service Provider] to continue.

If [Client] has provided a brief, proposal, or specification document, it is
attached as Exhibit A and incorporated by reference. In the event of conflict
between Exhibit A and this agreement, this agreement controls.

---

### 2. Timeline

| Milestone | Description | Target Date |
|-----------|-------------|-------------|
| Start | Agreement signed and deposit received | [Date] |
| [Milestone 1] | [Description] | [Date] |
| [Milestone 2] | [Description] | [Date] |
| Completion | Final deliverables delivered and accepted | [Date] |

**Client obligations affecting timeline:** [Client] agrees to provide feedback,
approvals, materials, and access within [5] business days of each request from
[Service Provider]. Delays caused by late client responses will extend the
project timeline by an equivalent number of business days with no penalty
to [Service Provider].

**Acceptance:** Deliverables are considered accepted if [Client] does not provide
written feedback within [5] business days of delivery. Silence constitutes
acceptance for timeline and payment purposes.

---

### 3. Payment

**Total Project Fee:** $[Amount] [Currency]

**Payment Schedule:**

| Payment | Amount | % of Total | Trigger / Due Date |
|---------|--------|------------|--------------------|
| Deposit | $[X] | [X]% | Due upon signing this agreement |
| Milestone 1 | $[X] | [X]% | Due upon [Client] approval of [milestone deliverable] |
| Final | $[X] | [X]% | Due upon delivery of final deliverables |

**Payment Method:** [ACH bank transfer / check / [platform] / wire transfer]

**Late Payment:** Invoices not paid within [10] business days of the due date
will accrue interest at 1.5% per month (18% per annum) on the outstanding
balance. [Service Provider] reserves the right to pause all work on this
and any other active projects for [Client] until overdue balances are cleared.
Paused time does not count against the project timeline.

**Expenses:** Third-party costs (stock assets, software licenses, hosting,
print production) are [included in the fee above / billed as pass-through
expenses at cost plus [X]%]. [Service Provider] will obtain written approval
from [Client] before incurring any single expense exceeding $[X].

**Collections:** If [Service Provider] must engage a collections agency or
legal counsel to recover unpaid fees, [Client] is responsible for reasonable
collection costs, including attorney fees.

---

### 4. Revisions and Change Orders

**Included Revisions:** [X] rounds of revisions per deliverable are included
in the project fee.

**Definition of a Revision Round:** A revision round is one set of consolidated
written feedback from [Client] on a single deliverable. Piecemeal feedback
submitted across multiple messages counts as one round when [Service Provider]
begins implementing it. Feedback that requests changes outside the original
scope is a Change Order, not a revision.

**Revision Turnaround:**
- [Client] provides feedback within [5] business days of receiving a deliverable
- [Service Provider] delivers revisions within [5] business days of receiving feedback

**Additional Revisions:** Revision rounds beyond the included [X] will be
billed at $[X]/hour or quoted as a flat fee before work begins.

**Change Orders:** Any change to the scope defined in Section 1 -- including
adding deliverables, removing and replacing deliverables, or changing the
technology, platform, or format of a deliverable -- requires a written Change
Order. A Change Order must specify:
- Description of the change
- Additional cost (if any)
- Timeline impact (if any)
- Both parties' signatures or written approval by email

Work on any change begins only after the Change Order is approved in writing.
Verbal authorization is not sufficient.

---

### 5. Intellectual Property

**Transfer of Ownership:** Upon [Service Provider]'s receipt of full and
final payment of all fees under this agreement, [Service Provider] assigns
to [Client] all rights, title, and interest in the final deliverables,
including all copyright therein.

**Before Full Payment:** All work product, including drafts, concepts, and
work in progress, remains the sole property of [Service Provider]. [Client]
may not use, reproduce, publish, or distribute any work product until full
payment has been received. Use of work product prior to full payment without
[Service Provider]'s written consent constitutes copyright infringement.

**Pre-Existing IP and Tools:** [Service Provider] retains full ownership of
all tools, frameworks, templates, code libraries, design systems, methodologies,
and other intellectual property developed by [Service Provider] prior to or
outside of this engagement ("Background IP"). [Service Provider] grants
[Client] a non-exclusive, perpetual, royalty-free license to use Background
IP solely as incorporated in the final deliverables. This license does not
transfer ownership of the Background IP to [Client].

**Third-Party Elements:** The deliverables may incorporate licensed third-party
elements (stock photography, typefaces, open-source software, etc.). Those
elements are governed by their respective licenses, not by this agreement.
[Service Provider] will disclose any such elements and will use commercially
reasonable efforts to obtain licenses appropriate for [Client]'s intended use.

**Portfolio Rights:** [Service Provider] retains the right to display the
final deliverables in their professional portfolio, website, and promotional
materials, and to reference [Client]'s name and industry in case studies,
unless [Client] requests in writing that the project be treated as confidential
under Section 6.

---

### 6. Confidentiality

**Mutual Obligation:** Each party agrees to hold in confidence any non-public
proprietary information disclosed by the other party in connection with this
engagement, including business strategies, customer data, pricing, technical
specifications, unreleased products, and financial information ("Confidential
Information").

**Obligations:** Each party will:
(a) use Confidential Information only for the purposes of this engagement;
(b) not disclose Confidential Information to any third party without prior
written consent, except to subcontractors or advisors who are bound by
equivalent confidentiality obligations;
(c) protect Confidential Information with the same degree of care used to
protect its own confidential information, but not less than reasonable care.

**Duration:** Confidentiality obligations survive for [2] years after the
termination or expiration of this agreement.

**Exceptions:** Confidentiality obligations do not apply to information that:
(a) is or becomes publicly available without breach of this agreement;
(b) was known to the receiving party before disclosure;
(c) is independently developed without use of the disclosing party's
Confidential Information; or
(d) must be disclosed by law or court order, provided the disclosing party
receives prior written notice where legally permissible.

---

### 7. Termination

**Termination with Notice:** Either party may terminate this agreement by
providing [10] business days written notice to the other party.

**Termination for Cause:** Either party may terminate this agreement
immediately if the other party:
(a) fails to make a required payment within [10] business days of its due date;
(b) materially breaches any other term of this agreement and fails to cure
    the breach within [5] business days of written notice describing the breach; or
(c) becomes insolvent, makes an assignment for the benefit of creditors, or
    ceases operations.

**Obligations Upon Termination:**
- [Client] pays for all work completed and hours worked up to the effective
  termination date, calculated on a prorated basis or per the milestone
  schedule, whichever is greater
- If [Client] terminates this agreement for any reason other than
  [Service Provider]'s material breach, [Client] also owes a kill fee
  equal to [25]% of the remaining unpaid project fee
- The initial deposit is non-refundable regardless of when the project
  is terminated or the reason for termination
- [Service Provider] delivers all completed work and work in progress
  to [Client] promptly upon receipt of all amounts owed
- Unearned portions of any milestone payment (beyond work completed)
  are refunded to [Client] within [10] business days of termination

---

### 8. Limitation of Liability

[Service Provider]'s total aggregate liability to [Client] under or in
connection with this agreement -- whether arising in contract, tort,
negligence, or otherwise -- is limited to the total fees actually paid by
[Client] to [Service Provider] under this agreement.

Neither party will be liable to the other for any indirect, incidental,
consequential, special, exemplary, or punitive damages, including lost profits,
loss of revenue, or damage to reputation, even if advised of the possibility
of such damages.

Nothing in this section limits liability for fraud, willful misconduct,
or death or personal injury caused by negligence.

---

### 9. Warranties

[Service Provider] warrants that:
(a) the deliverables will be original work and, to the best of [Service Provider]'s
    knowledge, will not infringe the intellectual property rights of any
    third party;
(b) [Service Provider] has the right and authority to enter into this agreement
    and to grant the rights described herein;
(c) the deliverables will materially conform to the specifications in Section 1
    of this agreement and Exhibit A (if applicable).

[Service Provider] does not warrant that the deliverables will achieve any
particular business outcome, search ranking, conversion rate, revenue target,
or other performance metric.

---

### 10. Independent Contractor

[Service Provider] is an independent contractor and is not an employee,
agent, or partner of [Client]. Nothing in this agreement creates an
employment relationship. [Service Provider]:
- Sets their own working hours and methods
- Uses their own tools and equipment unless otherwise agreed
- Is solely responsible for their own taxes, insurance, and benefits
- Is not entitled to employee benefits from [Client]
- May perform services for other clients during the term of this agreement,
  provided such work does not violate the confidentiality terms of Section 6
  or create a direct conflict of interest with [Client]'s business

[Client] will not withhold income taxes, social security contributions,
or other employment-related deductions from payments to [Service Provider].
[Service Provider] is responsible for all self-employment taxes applicable
to amounts received under this agreement.

---

### 11. General Provisions

**Governing Law:** This agreement is governed by the laws of [Jurisdiction --
State/Province/Country], without regard to its conflict of law provisions.

**Dispute Resolution:** The parties will first attempt to resolve any dispute
arising from this agreement through good-faith negotiation. If negotiation
fails after [15] business days, disputes will be resolved through
[binding arbitration under [AAA/JAMS] rules / mediation / the courts
of [Jurisdiction]], which will have exclusive jurisdiction.

**Amendments:** This agreement may only be amended by a written document
signed by both parties. Email approval constitutes a written amendment if
both parties explicitly agree to the specific amendment in the email exchange.

**Waiver:** Failure to enforce any provision of this agreement does not
constitute a waiver of the right to enforce it in the future.

**Severability:** If any provision of this agreement is found unenforceable,
the remaining provisions continue in full force and effect.

**Force Majeure:** Neither party is in breach of this agreement for delays or
failures caused by events outside their reasonable control (natural disasters,
government action, infrastructure failures). The affected party must notify
the other within [5] business days. If a force majeure event continues for
more than [30] calendar days, either party may terminate the agreement with
no kill fee owed.

**Notices:** Notices under this agreement must be in writing and delivered
by email with read receipt or reply confirmation, or by certified mail to
the addresses provided below.

**Entire Agreement:** This agreement, together with Exhibit A (if attached)
and any signed Change Orders, constitutes the entire agreement between the
parties regarding the subject matter hereof and supersedes all prior
discussions, representations, warranties, and agreements, whether oral or
written.

---

**[Service Provider]**
Entity / Name: ___________________________
Signature: ___________________________
Date: _______________
Contact / Notice Email: ___________________________

**[Client]**
Company: ___________________________
Authorized Representative Name: ___________________________
Title: ___________________________
Signature: ___________________________
Date: _______________
Contact / Notice Email: ___________________________

---

⚠️ REMINDER: This agreement is a template and starting point. It does not
constitute legal advice. Both parties are encouraged to have this document
reviewed by qualified legal counsel before signing.

Rules

1. Always produce a complete contract -- never just advice about what to include. The output must be a usable, fillable document, not a list of suggestions or a generic article about freelance contracts.

2. Always include the legal counsel notice twice -- once prominently at the top before the parties section, and once as a reminder at the bottom after the signature blocks. This is not optional regardless of how confident the user sounds about the content.

3. Never use legal jargon without plain-language equivalents. Terms like "indemnification," "whereas," "hereinafter," "notwithstanding the foregoing," "party of the first part," and "in perpetuity in the universe" are red flags. Replace them: "indemnification" becomes "responsibility to cover costs and damages"; "in perpetuity" becomes "permanently and forever."

4. Never omit the kill fee clause in project-based contracts. The kill fee for client-initiated early termination is the single most commonly missing and most important financial protection in freelance contracts. Standard kill fee is 25% of remaining contract value. For very long projects, consider a tiered kill fee (30% if cancelled in Phase 1, 20% in Phase 2, 10% in Phase 3) because the freelancer's lost opportunity is highest early on.

5. The scope exclusion list is mandatory -- never skip it. A scope section without explicit exclusions is legally incomplete. Courts interpret ambiguous scope in favor of the client in service contracts because the service provider is presumed to have had the opportunity to be precise. The exclusion list is the freelancer's primary defense against scope creep claims.

6. IP transfer must be conditioned on full payment -- never on delivery. Ownership transfers upon receipt of final payment, not upon delivery of the final file. This is the freelancer's primary leverage point for collecting the final invoice. If IP transferred on delivery, the client could receive the work and refuse to pay the remaining balance with limited consequence.

7. The limitation of liability clause must always be included. Without it, a freelancer could theoretically be sued for damages far exceeding their fee if a client claims their deliverable caused business harm. A $3,000 logo project must not expose the freelancer to a $300,000 lawsuit. Cap total liability at the total fees paid.

8. Acceptance deadlines must be included in every delivery clause. "Client will provide feedback within 5 business days or the deliverable is deemed accepted" prevents indefinite approval limbo and ties milestone payment triggers to enforceable calendar conditions. Without this, a client can delay acceptance indefinitely, blocking both payment and project completion.

9. Independent contractor language must be specific and behavioral, not just declaratory. Simply writing "Service Provider is an independent contractor" is not sufficient -- courts applying ABC tests and similar frameworks look for behavioral evidence of independence. The contract must affirmatively state that the freelancer controls their own methods, hours, and tools, and may work for others.

10. Never include specific tax rates, statutory late fee limits, or jurisdiction-specific statutes. Late fee limits (some states cap statutory interest), tax withholding rules, IP work-for-hire statutory definitions, and contractor classification tests vary by jurisdiction and change over time. The contract provides structure; a local attorney confirms compliance. If the user insists on specific guidance, note that 1.5%/month (18%/year) is below most U.S. state usury limits for commercial transactions, but confirm with counsel before signing.

11. Never recommend a client sign the freelancer's contract without their own review. Both parties signing without independent review creates the impression that the freelancer is presenting a "standard" contract that requires no scrutiny. Balance in the language builds trust; the legal notice reinforces it.

12. Change orders must require written pre-approval -- never retroactive approval. A client who says "just do it, we'll add it to the contract later" is a payment risk. The contract must explicitly state that work begins only after written Change Order approval. Retroactive change orders create disputes over whether the work was authorized, what rate applies, and whether the timeline was extended.

Edge Cases

The Enterprise Client With Their Own Contract

Many large companies, agencies, and corporate clients will not sign the freelancer's contract -- they will present their own master services agreement (MSA) or supplier agreement. In this scenario, shift from contract generation to contract review guidance:

• Flag work-for-hire language: if the contract says deliverables are "works made for hire" under applicable law, the client owns the IP without any payment condition, which eliminates the freelancer's leverage on final payment
• Flag net-60 and net-90 payment terms: enterprise contracts often default to 60-90 day payment cycles -- negotiate for net-15 or net-30, or price in the carrying cost of extended terms
• Flag non-compete and exclusivity clauses that prohibit working for competitors: "competitor" can be defined so broadly that it affects the freelancer's entire client base
• Flag indemnification clauses where the freelancer indemnifies the client for any claim related to the deliverables -- these can be extremely broad and must be narrowed to claims arising from the freelancer's actual breach or negligence
• Flag automatic renewal and perpetual license clauses that give the client rights to use the freelancer's work forever in any medium even after the engagement ends

Retainer Contracts With Unclear Scope

Retainers frequently fail because the scope per month is vague ("ongoing marketing support") and both parties have different mental models of what is covered. Handle this by:

• Defining a minimum monthly deliverable (at least X pieces of content, X hours of strategy, X campaign builds per month)
• Defining the maximum capacity covered by the retainer and the hourly overage rate
• Building in a quarterly retainer review clause: either party may request a scope renegotiation at any quarter boundary with 15 days notice, without terminating the agreement
• Specifying that unused capacity does not carry over (unless a partial rollover of up to one month is explicitly offered)
• Defining the retainer renewal as automatic month-to-month unless either party gives 30 days written notice of cancellation -- this prevents the client from quietly letting the retainer "expire" without formally terminating and owing the kill fee

International Clients and Cross-Border Payments

When the client is in a different country:

• Specify all amounts in a single currency with the currency code (USD, EUR, GBP, CAD) -- do not say "$5,000" if the client might interpret that as their local dollar
• Name the payment mechanism explicitly: international wire transfer (note: the freelancer's bank may charge a receiving fee of $15-$50 per wire -- specify whether this is absorbed by the freelancer or added to the invoice), Wise (formerly TransferWise), PayPal, or Stripe
• Address the VAT/GST question: in many jurisdictions, a freelancer serving a foreign business client may not need to charge the client's local tax (B2B reverse charge mechanisms), but this requires clarification with a local accountant -- note this in the contract as "taxes are the responsibility of each party under the laws of their respective jurisdiction"
• Governing law becomes critical: if the freelancer is in the U.S. and the client is in the EU, the freelancer should insist on U.S. governing law, or at minimum an arbitration clause under international commercial arbitration rules (ICC or UNCITRAL) rather than a court clause that requires the freelancer to litigate in a foreign jurisdiction

Confidential Projects Where Portfolio Use Is Restricted

Some clients -- particularly those building unreleased products, in regulated industries (finance, healthcare), or working on competitive initiatives -- will request that the freelancer not disclose the project in their portfolio. Handle this by:

• Accepting the restriction but making it time-limited: "Portfolio restrictions apply for [18 months] from the date of this agreement. After [18 months], [Service Provider] may display the work without identifying [Client] by name."
• Offering a reference alternative: even if the work cannot be shown publicly, the client can provide a confidential reference to future clients upon request
• Pricing the restriction appropriately: portfolio use has real economic value to the freelancer (it generates future business). If a client wants to restrict it permanently with no sunset, this should be priced as an add-on or negotiated with a higher fee

Subcontractors and Collaborating Freelancers

If the primary freelancer uses subcontractors to fulfill portions of the work:

• Add a subcontracting clause: "[Service Provider] may engage qualified subcontractors to fulfill portions of the work under this agreement. [Service Provider] remains solely responsible to [Client] for the quality and delivery of all deliverables, regardless of whether subcontractors are used."
• Specify that subcontractors are bound by equivalent confidentiality obligations
• Do not name specific subcontractors in the contract -- personnel changes should not require a contract amendment
• Ensure that the IP assignment flows through: the primary freelancer must obtain an IP assignment from subcontractors for any work that will be assigned to the client. If a subcontractor does not assign their IP, the primary freelancer cannot legally pass it to the client.

Rush Projects and Premium Pricing

If the client needs work completed faster than the freelancer's standard timeline:

• Add an explicit rush fee clause in the payment section: "Work requested to be completed in less than [5] business days will be subject to a rush premium of [25-50]% of the applicable fee"
• Adjust the timeline section to reflect the compressed schedule and note that the compressed timeline is conditioned on client feedback being provided within [24-48] hours instead of the standard 5 business days
• Include a mutual acknowledgment that rush timelines may affect the freelancer's ability to fully implement revisions within the same compressed window

The Client Who Wants to Pay Only on "Satisfaction"

Some clients propose payment terms like "payment when I'm happy with the result" or "full payment upon final approval, no deposit." These terms are professionally and financially dangerous:

• Refuse purely satisfaction-based payment -- it is unenforceable in most jurisdictions (contracts require objective performance standards) and gives the client infinite leverage to withhold payment
• Replace it with the acceptance clause framework: client has [5] business days to provide written feedback; silence constitutes acceptance
• If the client insists on approval-based final payment, define "approval" objectively: "Final payment is triggered when the deliverables materially conform to the specifications in Section 1 of this agreement. Conformance is not contingent on [Client]'s subjective aesthetic preferences where those preferences were not specified in the brief."
• Increase the deposit to 50% or higher for clients who resist payment terms -- financial friction at the contract stage predicts payment friction later

Example

Input from user: "I'm a freelance UI/UX designer. I need a contract for a project designing a mobile app for a fintech startup. I'm charging $12,000 total -- $6,000 deposit, $3,000 when I deliver wireframes, $3,000 when I deliver the final Figma files. I include 2 revision rounds per deliverable. The timeline is 8 weeks. I want portfolio rights but they're a startup so they might want confidentiality. I use a standard component library I built -- I don't want to give that away."

Output:

Freelance Services Agreement

⚠️ LEGAL COUNSEL NOTICE: This agreement is a customizable template and starting point. It does not constitute legal advice. Both parties are strongly encouraged to have this document reviewed by qualified legal counsel before signing. Laws governing contracts, intellectual property, independent contractor status, and confidentiality vary by jurisdiction and change over time.

Service Provider: [Your Full Legal Name or Business Entity Name] Client: [Startup Company Legal Name] Project Name / Reference: Mobile Application UI/UX Design Agreement Date: [Date]

1. Scope of Work

[Service Provider] agrees to perform the following UI/UX design services for [Client]:

Deliverables:

Explicitly excluded from this scope:

• Motion design, micro-animations, or prototype interactions beyond basic Figma prototype linking
• Copywriting, UX writing, or in-app content strategy
• Brand identity design (logo, brand guidelines) -- assumes existing brand assets will be provided by [Client]
• Development, coding, or technical implementation of any kind
• User testing, usability research, or research recruiting
• Tablet or desktop responsive variants (mobile only)
• Any screens, flows, or features not listed in Deliverable descriptions above

Any work outside this scope requires a written and signed Change Order before work begins. Starting additional work without a signed Change Order does not obligate [Client] to pay for it.

If [Client] has provided a product brief, technical specification, or feature list, it is attached as Exhibit A and incorporated by reference. In the event of conflict between Exhibit A and this agreement, this agreement controls.

2. Timeline

Client obligations affecting timeline: [Client] agrees to provide feedback, approvals, asset files (logos, brand guidelines, content), and access to relevant stakeholders within 3 business days of each request. Delays caused by late client responses will extend the project timeline by an equivalent number of business days with no penalty to [Service Provider].

Acceptance: Each deliverable is considered accepted if [Client] does not provide written feedback within 5 business days of delivery. Accepted deliverables are eligible for the associated milestone payment regardless of whether final payment has been received.

3. Payment

Total Project Fee: $12,000 USD

Payment Schedule:

Payment Method: ACH bank transfer or check made payable to [Your Legal Name / Business Name]. Wire transfer and international payment details available upon request.

Late Payment: Invoices not paid within 10 business days of the due date will accrue interest at 1.5% per month (18% per annum) on the outstanding balance. [Service Provider] reserves the right to pause all work on this project until overdue balances are cleared. Paused time does not count against the project timeline or extend any milestone date.

Expenses: Third-party costs (stock icons, licensed font upgrades, user testing tools, if needed and approved) will be billed as pass-through expenses at cost. [Service Provider] will obtain written approval from [Client] before incurring any single expense exceeding $100.

Collections: If [Service Provider] must engage a collections agency or legal counsel to recover unpaid fees, [Client] is responsible for reasonable collection costs, including attorney fees.

4. Revisions and Change Orders

Included Revisions: 2 rounds of revisions are included per deliverable (2 rounds for wireframes, 2 rounds for final designs).

Definition of a Revision Round: A revision round is one set of consolidated written feedback on a single deliverable submitted in a single message, document, or thread. Feedback submitted in multiple separate messages after [Service Provider] has begun implementing revisions constitutes a new revision round. Feedback requesting features or screens outside the scope defined in Section 1 is a Change Order, not a revision.

Revision Turnaround:

• [Client] provides consolidated feedback within 5 business days of receiving each deliverable
• [Service Provider] delivers revisions within 5 business days of receiving feedback

Additional Revisions: Revision rounds beyond the included 2 per deliverable are billed at $150/hour, quoted before work begins.

Change Orders: Any change to the scope defined in Section 1 -- including additional screens, new user flows, design system expansion, or tablet/desktop variants -- requires a written Change Order specifying the description of the change, additional cost, and timeline impact. Both parties must approve the Change Order in writing before work begins. Email approval is sufficient.

5. Intellectual Property

Transfer of Ownership: Upon [Service Provider]'s receipt of full and final payment of all $12,000 in fees under this agreement, [Service Provider] assigns to [Client] all rights, title, and interest in the final deliverables (the completed Figma design files, exported assets, and handoff documentation), including all copyright therein.

Before Full Payment: All work product, including all Figma files, wireframe drafts, concepts, and design iterations, remains the sole property of [Service Provider]. [Client] may review work in progress for feedback purposes but may not publish, distribute, reproduce, or implement any designs before full payment has been received. Use of work product prior to full payment constitutes copyright infringement.

Background IP -- Component Library: [Service Provider] maintains a proprietary UI component library developed independently of this project ("Background IP"). Elements from this library may be incorporated into the deliverables to ensure quality, consistency, and efficient delivery. [Service Provider] retains full ownership of the Background IP. [Client] receives a non-exclusive, perpetual, royalty-free license to use the Background IP elements solely as incorporated in the final delivered Figma files. [Client] does not receive the right to extract, redistribute, sublicense, or use the component library independently from the final deliverables.

Third-Party Elements: The deliverables may incorporate licensed third-party assets (icon libraries, typefaces, illustration sets). Those elements are governed by their respective licenses. [Service Provider] will disclose all third-party assets used and will use commercially reasonable efforts to license them appropriately for [Client]'s commercial use. [Client] is responsible for maintaining ongoing licenses for any third-party assets after delivery.

Portfolio Rights: [Service Provider] retains the right to display the final deliverables in their professional portfolio, website, case studies, and promotional materials, including identifying [Client] by name. If [Client] requires confidentiality, see Section 6 below -- [Client] may request in writing within 15 days of signing this agreement that portfolio use be restricted, subject to the terms of Section 6.

6. Confidentiality

Mutual Obligation: Each party agrees to hold in confidence any non-public proprietary information disclosed by the other party in connection with this engagement, including the product concept, technical architecture, business model, financial terms, customer acquisition strategy, and unreleased feature set.

Obligations: Each party will: (a) use Confidential Information only for the purposes of this engagement; (b) not disclose Confidential Information to any third party without prior written consent, except to contractors or advisors bound by equivalent confidentiality obligations; (c) protect Confidential Information with at least the same degree of care used to protect its own sensitive business information.

Duration: Confidentiality obligations survive for 2 years after the termination or expiration of this agreement.

Portfolio Confidentiality Option: If [Client] notifies [Service Provider] in writing within 15 days of signing this agreement that portfolio use should be restricted, [Service Provider] agrees not to publicly display the work or identify [Client] by name for 18 months from the date of this agreement. After 18 months, [Service Provider] may display the work publicly without identifying [Client] by name. [Client] agrees to provide a confidential professional reference upon request during the restriction period.

Exceptions: Confidentiality obligations do not apply to information that is publicly available, was known to the receiving party before disclosure, is independently developed, or must be disclosed by law.

7. Termination

Termination with Notice: Either party may terminate this agreement by providing 10 business days written notice.

Termination for Cause: Either party may terminate immediately if the other party fails to make a required payment within 10 business days of its due date, materially breaches any other term and fails to cure within 5 business days of written notice, or becomes insolvent or ceases operations.

Obligations Upon Termination:

• [Client] pays for all work completed up to the effective termination date, calculated based on the milestone schedule (or prorated if termination occurs mid-milestone)
• If [Client] terminates this agreement for any reason other than [Service Provider]'s material breach, [Client] also owes a kill fee equal to 25% of the remaining unpaid project fee
• The $6,000 deposit is non-refundable regardless of when or why the project is terminated
• [Service Provider] delivers all completed work and work in progress to [Client] promptly upon receipt of all amounts owed
• Any unearned portion of a milestone payment will be refunded within 10 business days of the termination date

Example: If [Client] terminates after accepting the wireframes (at which point $9,000 has been paid), the remaining unpaid balance is $3,000. The kill fee is 25% of $3,000 = $750. [Client] owes [Service Provider] $750 in addition to any work completed toward the final deliverable.

8. Limitation of Liability

[Service Provider]'s total aggregate liability under or in connection with this agreement is limited to the total fees