Freelance Contract Review
Freelance agreements are written by the client’s legal team — to protect the client. Before you sign, know exactly what you’re agreeing to.
Our AI reads every clause of your freelance agreement and flags IP traps, non-compete risks, payment issues, and missing protections — in plain English, in under 2 minutes.
No account needed · Results in ~2 minutes · Contract never stored
What you’re signing
What is a freelance agreement?
A freelance agreement (also called an independent contractor agreement or service agreement) is a contract between you and a client that defines the work you’ll do, how you’ll be paid, who owns the results, and what happens if things go wrong.
Most freelance contracts are written by the client or the client’s legal team. That means the default terms almost always favor the client — shorter payment windows for them, longer payment windows for you; broad IP ownership for them, narrow protections for you; easy termination for them, expensive exit for you.
Understanding what you’re signing isn’t optional. A freelance contract isn’t just paperwork — it determines whether you get paid, whether you own your tools, and whether you can take other clients. The clauses that cost freelancers the most money are usually in plain sight, disguised as standard language.
What to watch out for
7 red flags in freelance contracts
These are the clauses that most frequently cause freelancers to lose money, lose IP ownership, or end up in disputes.
Overbroad IP Assignment
Clauses that assign "all work product including pre-existing materials" transfer ownership of your reusable code, templates, frameworks, and tools you've built over years — not just the work you do for this client. The phrase "pre-existing materials" is the trap.
How to fix it
Negotiate a carve-out: "Contractor retains all pre-existing IP. Client receives a non-exclusive license to use pre-existing materials incorporated into deliverables."
Non-Competes Lasting 12+ Months
A non-compete for an independent contractor is fundamentally different from one for an employee — you receive no salary during the restricted period. A 12-24 month non-compete in a broad industry can make it impossible to work in your field without any compensation.
How to fix it
Push for 3-6 months maximum, limit scope to named direct competitors, and add a non-compete fee (monthly compensation during the restricted period).
Net-60 and Net-90 Payment Terms
Waiting 60-90 days to get paid is a cash flow crisis in slow motion. Many clients compound this with "payment upon acceptance" — meaning they control when the clock starts. You can be owed thousands while delivering new work with no income coming in.
How to fix it
Negotiate Net-15 or Net-30, milestone-based payments (25-50% upfront), and a late payment fee of 1.5-2% per month.
Termination Without Cause, No Kill Fee
Clients can cancel the project at any time and pay only for "completed and approved" work — a standard they control. You may have turned down other work for this project, and "completed" is subjective enough that they can dispute it entirely.
How to fix it
Negotiate a kill fee of 25-50% of remaining contract value, 14-30 days written notice, and payment for all hours worked through the termination date.
Unlimited Indemnification
You agree to defend and pay for all claims "arising out of or related to" your work — with no cap. If the client gets sued for something tangentially connected to your deliverables, you could be required to fund their legal defense, even if you did nothing wrong.
How to fix it
Make indemnification mutual and cap your liability at the total fees paid under the contract. Add carve-outs for claims arising from client-provided materials.
Unlimited Revisions
"Until client is satisfied" is not a deliverable — it's a blank check for scope creep. Without defined revision rounds, a client can request endless changes with no additional compensation owed to you.
How to fix it
Specify a fixed number of revision rounds (typically 2), define what "a round" means (one consolidated set of written feedback), and bill additional rounds at your hourly rate.
IP Transfer Before Payment
Many contracts transfer IP ownership "upon execution" or "upon delivery" — before you've been paid. Combined with termination-without-cause, this lets a client take your work and then cancel the contract, leaving you with no leverage to collect payment.
How to fix it
Condition IP transfer on full payment: "IP rights transfer to Client only upon receipt of full payment for all amounts owed under this Agreement."
Have a freelance contract to review?
Our AI checks for every clause on this list — and dozens more. Full analysis in under 2 minutes, just $4.99.
Review My Contract — $4.99No account needed · Contract never stored
Your checklist
Key clauses to check in every freelance agreement
Every freelance contract should address these 8 areas. If any are missing or vague, that’s a negotiation opportunity.
Scope of Work
Specific deliverables, formats, quantities, and explicit exclusions. Change order process for anything outside.
IP & Ownership
What the client owns vs. what you retain. Pre-existing IP carve-out. Portfolio rights.
Payment Terms
Net-15 or Net-30, deposit required, milestone schedule, late payment fee, currency and method.
Revisions & Approval
Number of revision rounds, definition of a round, timeline for client feedback, approval criteria.
Termination
Notice period (minimum 14-30 days), kill fee, payment for work completed, IP reversion until paid.
Non-Compete
Duration (3-6 months max), geographic scope, industry scope, and any compensation during restricted period.
Indemnification & Liability
Mutual indemnification, cap on your liability, carve-outs for client-caused issues.
Governing Law
Which state's law governs and where disputes will be resolved.
Your review includes
Everything you need to negotiate your freelance contract
- Red flags rated by severity: High, medium, and low risk clauses — so you know what to fight for and what to accept.
- Missing protections: Clauses that should be there but aren't — kill fees, liability caps, IP carve-outs, and more.
- Plain-English explanations: Every clause decoded without legalese — IP, payment terms, non-competes, indemnification.
- Negotiation language: Specific alternative contract text you can send directly to the client.
- Questions to ask before signing: A tailored list of what to bring up in negotiations.
per contract review
One-time payment. No account. No subscription.
Review My Freelance ContractResults in ~2 minutes · Contract never stored
Don’t sign your freelance contract without reading this first
A $4.99 review could protect your IP, your income, and your ability to take future clients. Takes less than 2 minutes.
Review My Freelance Contract — $4.99No account needed · Your contract is never stored · Not legal advice