What to include in a freelance contract

The short answer

A freelance contract needs to say who the parties are, what you will deliver, how many revisions are included, what it costs and when it is paid, what happens if payment is late, what happens if the project is cancelled, who owns the work and how it may be used, what stays confidential, how either side can end the agreement, and how far your liability goes. Everything else is detail.

You do not need a long document. A clear two or three page agreement that both sides read is worth more than twenty pages nobody opens. The contract checklists by trade have a plain-language sample for 25 kinds of freelance work if you want a starting point.

1. Parties and the relationship

Full legal names and addresses of both sides, and the date. If the client is a company, use the company's registered name, not the brand on their website, and make sure the person signing can sign for it.

Say that you are an independent contractor, not an employee: you decide how and when you do the work, you use your own equipment, and you are responsible for your own taxes. A sentence does not decide employment status on its own, since the authorities look at how the relationship actually works, but it records what both sides intended.

2. Scope of work

What you will deliver, in specific terms, and what is not included. For anything bigger than a day or two, put the details in a separate statement of work and refer to it from the contract, so the contract can stay the same from project to project. My guide on how to write a statement of work has the sections and a full example.

3. Revisions and change requests

The number of revision rounds included, what counts as a revision, and how extra work is handled. A useful line: "Changes outside the agreed scope, or beyond two rounds of revisions, are quoted in writing and start only once approved." Without it, every new idea the client has becomes your unpaid problem.

4. Fees and payment terms

The price, the currency, whether tax is on top, the payment schedule and the due date of each invoice. If you take a deposit, say how much, when it is due and whether it is refundable. If you bill by the hour, give the rate, the billing increment and any cap. The payment terms guide explains net 14, net 30, milestones and the rest.

Also worth stating: who pays bank and transfer fees, and that work starts once the deposit has arrived.

5. Late payment

What happens when an invoice is not paid on time: interest, a fixed fee, the right to pause work. In the UK and the EU, businesses already have a statutory right to interest on late payment between businesses, but writing it into the contract means nobody is surprised. The late payment interest calculator shows what that adds up to on a real invoice.

In the US it is a matter of contract and state law, so the clause matters more. Keep any rate you set reasonable and within the legal caps that apply where you and the client are.

6. Cancellation and kill fee

What the client owes if they cancel partway through. A kill fee is a payment for work already done and time already reserved, usually a percentage of the total that rises as the project moves along. One common pattern:

The numbers are yours to choose. What matters is that they are written down before anyone has a reason to argue.

7. Ownership, licence and usage rights

Who owns the work, and from when. The usual arrangement is that rights pass to the client once the invoice is paid in full, not on delivery. That one condition is the strongest lever a freelancer has.

Be specific about what passes. In 3D and design work there is a big difference between the final renders and the source files, models, textures and rigs that made them. I license the outputs for the agreed use and keep the source files unless they are bought separately. Photographers, illustrators and writers often license use rather than transfer ownership: by medium, territory and time.

Note any third-party material, such as fonts, stock images, plugins and music, and who is responsible for licensing it. And keep the right to show the work in your portfolio, with a delay if the client needs one for a launch.

In the US, copyright in commissioned work generally stays with the creator unless there is a signed written assignment or the work falls into the narrow work-made-for-hire categories, so a vague "client owns everything" line may not do what either side thinks. Other countries have their own rules, including moral rights that cannot always be waived. This is a clause to get advice on if the rights are worth a lot.

8. Confidentiality

What each side must keep private and for how long. Keep it mutual and reasonable: the client's unreleased products and data, your pricing and methods. If the client sends their own NDA, read it for anything that stops you showing work you have already shown, or working for anyone in their industry.

9. Termination

How either side can end the agreement: with notice for any reason (14 or 30 days is common), or immediately for a serious breach such as non-payment. Say what is owed on termination: payment for work done to date, at the agreed rate or the kill fee schedule, and delivery of paid-for work.

10. Liability and warranties

A cap on your liability, commonly the total fee paid under the contract, and an exclusion of indirect losses such as lost profits. A promise that the work is your own and does not, to your knowledge, infringe anyone else's rights. If the client supplies material, a matching promise from them that they have the right to use it.

Some kinds of liability cannot be excluded by contract in many countries, such as death or injury caused by negligence. Do not copy a clause that claims otherwise.

11. Governing law and disputes

Which country's or state's law applies, and where disputes are heard. When you and the client are in different countries this matters, and the default without a clause can be unclear. Many freelancers choose their own jurisdiction; larger clients will push for theirs. A step before court, such as a written notice and 30 days to talk, settles most problems.

US freelancer protection laws

Several places in the US now require a written contract for freelance work and set payment rules:

• New York City: the Freelance Isn't Free Act, since 2017, for work of $800 or more, alone or over a 120-day period.
• New York State: its own Freelance Isn't Free Act, since 28 August 2024, with the same $800 threshold over 120 days.
• Illinois: the Freelance Worker Protection Act, since 1 July 2024, for $500 or more, alone or over 120 days.
• California: the Freelance Worker Protection Act (SB 988), since 1 January 2025, for $250 or more.

These laws generally require the contract to list the services, the rate and method of pay, and the payment date, and they require payment within 30 days of finishing the work when no date was agreed. The details differ, so read the official page for the state or city that applies to you and your client.

How to use this list

Start from a sample, cut what does not apply, and fill in the numbers. Read it once from the client's side and ask whether a reasonable person would sign it. Then send it with the quote before the work starts, not with the first invoice. A contract signed after a dispute starts is a much harder conversation.

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