3 copy-paste-ready contract templates that protect freelancers from scope creep, late payments, and unfair terms. Written by contract review experts.
Milestone payments, kill fees & scope protection
A freelancer-friendly fixed-price contract with milestone payments, a kill fee clause, revision limits, and clear scope boundaries. Every clause is annotated so you understand WHY it protects you.
FREELANCE SERVICES AGREEMENT (FIXED-PRICE) This Agreement is entered into as of [DATE] between: Client: [CLIENT NAME], located at [CLIENT ADDRESS] (hereinafter "Client") Freelancer: [YOUR NAME], located at [YOUR ADDRESS] (hereinafter "Freelancer")
1. SCOPE OF WORK 1.1 The Freelancer agrees to perform the following services (the "Project"): [DETAILED DESCRIPTION OF DELIVERABLES] 1.2 The scope is limited to what is explicitly described above. Any work beyond this scope requires a separate written agreement and additional compensation.
WHY THIS PROTECTS YOU: Scope creep is the #1 way freelancers lose money. This clause means the client can't add "just one more thing" without paying for it. If it's not listed above, it's not included.
2. PAYMENT TERMS 2.1 Total Project Fee: $[AMOUNT] 2.2 Payment shall be made in milestones as follows: - Milestone 1: [AMOUNT] due upon signing this Agreement (deposit) - Milestone 2: [AMOUNT] due upon delivery of [DELIVERABLE] - Milestone 3: [AMOUNT] due upon final delivery and acceptance 2.3 Invoices are due within 7 calendar days of receipt. Late payments incur a 1.5% monthly late fee. 2.4 The Freelancer is not obligated to continue work if any milestone payment is overdue.
WHY THIS PROTECTS YOU: Milestone payments mean you never do more than ~33% of the work unpaid. The deposit protects you from clients who vanish. The late fee discourages delays, and you can stop work if they don't pay.
3. REVISIONS AND CHANGES 3.1 This Agreement includes [NUMBER, e.g., 2] rounds of revisions per deliverable. 3.2 A "revision" is defined as a set of changes submitted together within the current project scope. New features or scope changes are not revisions. 3.3 Additional revisions beyond the included rounds will be billed at $[RATE]/hour.
WHY THIS PROTECTS YOU: "Unlimited revisions" is how clients turn a $500 project into 200 hours of free work. By defining what a revision IS and ISN'T, and capping the count, you keep the project profitable.
4. KILL FEE / CANCELLATION 4.1 If the Client cancels the Project after signing: - Before work begins: Full refund of deposit minus a $[AMOUNT] administrative fee - After work begins but before 50% completion: Client pays for all completed work plus 25% of the remaining project fee - After 50% completion: Client pays 100% of the total Project Fee 4.2 All completed work product for which payment has been received shall be delivered to the Client upon cancellation.
WHY THIS PROTECTS YOU: Without a kill fee, a client can cancel after you've turned down other work and blocked your schedule. The 25% kill fee compensates you for the opportunity cost and time you reserved.
5. TIMELINE AND DEADLINES 5.1 Estimated delivery: [DATE or TIMEFRAME] 5.2 Timelines are contingent on timely Client feedback. For each business day the Client delays feedback or materials beyond [NUMBER, e.g., 3] business days, the delivery deadline extends by the same number of days. 5.3 Force majeure events (illness, natural disasters, etc.) may extend deadlines without penalty for either party.
WHY THIS PROTECTS YOU: Clients who ghost you for 2 weeks and then demand the original deadline are a top frustration. This clause makes delays mutual — if they're slow, your deadline moves too.
6. INTELLECTUAL PROPERTY 6.1 Upon receipt of FULL payment, the Freelancer assigns to the Client all rights in the final delivered work product. 6.2 The Freelancer retains the right to use the work in their portfolio and for self-promotion purposes. 6.3 Any pre-existing tools, frameworks, or code libraries owned by the Freelancer remain the Freelancer's property. The Client receives a perpetual, non-exclusive license to use them as part of the delivered project. 6.4 IP does NOT transfer for any unpaid work.
WHY THIS PROTECTS YOU: "All IP transfers upon completion" is dangerous if you don't get paid. This clause ties IP transfer to FULL payment. You also keep your reusable tools and portfolio rights.
7. CONFIDENTIALITY 7.1 Both parties agree to keep confidential information private for 2 years after project completion. 7.2 Confidential information does not include information that is publicly available or independently developed.
8. LIMITATION OF LIABILITY 8.1 The Freelancer's total liability shall not exceed the total Project Fee paid. 8.2 The Freelancer is not liable for indirect, consequential, or incidental damages.
WHY THIS PROTECTS YOU: Without this, a client could theoretically sue you for millions if they claim your work caused them business losses. This caps your risk at the project fee.
9. DISPUTE RESOLUTION 9.1 Disputes shall first be addressed through good-faith negotiation for 30 days. 9.2 If unresolved, disputes shall be settled by binding arbitration under the rules of [ARBITRATION BODY] in [JURISDICTION]. 9.3 The prevailing party shall be entitled to recover reasonable legal fees.
WHY THIS PROTECTS YOU: Arbitration is faster and cheaper than court. The legal fees clause discourages frivolous disputes because the loser pays.
10. TERMINATION 10.1 Either party may terminate with 14 days written notice. 10.2 Upon termination, the Kill Fee provisions in Section 4 apply. 10.3 Sections 6 (IP), 7 (Confidentiality), and 8 (Liability) survive termination. AGREED AND SIGNED: Client: _________________________ Date: _________ Name: [CLIENT NAME] Freelancer: _________________________ Date: _________ Name: [YOUR NAME]
Minimum hours, overtime & termination protection
An hourly contract with minimum weekly hours guarantee, overtime terms, a notice period for termination, and clear IP rights. Prevents the "always on-call, never guaranteed hours" trap.
FREELANCE SERVICES AGREEMENT (HOURLY) This Agreement is entered into as of [DATE] between: Client: [CLIENT NAME], located at [CLIENT ADDRESS] (hereinafter "Client") Freelancer: [YOUR NAME], located at [YOUR ADDRESS] (hereinafter "Freelancer")
1. SERVICES 1.1 The Freelancer will provide the following services: [DESCRIPTION OF SERVICES / ROLE] 1.2 The Freelancer is an independent contractor, not an employee. The Freelancer controls the manner and method of performing the services.
WHY THIS PROTECTS YOU: Establishing independent contractor status means the client can't control your schedule, require office hours, or treat you like an employee without the benefits.
2. COMPENSATION 2.1 Hourly Rate: $[RATE]/hour 2.2 Minimum Weekly Hours: The Client guarantees a minimum of [NUMBER, e.g., 20] billable hours per week. If the Client provides fewer than the minimum hours of work, the minimum hours shall still be compensated. 2.3 Maximum Weekly Hours: Unless mutually agreed in writing, hours are capped at [NUMBER, e.g., 40] per week. 2.4 Overtime: Hours exceeding the agreed maximum are compensated at 1.5x the standard hourly rate. 2.5 Rate Review: The hourly rate shall be reviewed every [3/6] months. Rate increases take effect with 14 days notice.
WHY THIS PROTECTS YOU: The minimum hours guarantee prevents the "we'll keep you busy" bait-and-switch where a client promises 40hrs/week but only sends 5. The overtime clause ensures extra work is extra paid. The rate review clause prevents being locked into a starter rate forever.
3. TIME TRACKING AND BILLING 3.1 The Freelancer will track time using [TOOL, e.g., Toggl, Upwork tracker, manual timesheet]. 3.2 Time is tracked in 15-minute increments. Any task taking less than 15 minutes is rounded up. 3.3 Billable activities include: active work, meetings, communication, research directly related to assigned tasks, and reasonable setup/context-switching time. 3.4 Invoices will be submitted [weekly/bi-weekly] and are due within 7 calendar days of receipt.
WHY THIS PROTECTS YOU: Defining what counts as billable time prevents disputes. Meetings, Slack messages, and context-switching ARE work — this clause ensures you get paid for them.
4. WORKING HOURS AND AVAILABILITY 4.1 The Freelancer's standard working hours are [TIME] to [TIME] in [TIMEZONE]. 4.2 The Freelancer will respond to messages within [NUMBER] business hours during working hours. 4.3 Communication outside of working hours is not expected. Urgent requests outside working hours require mutual agreement and are billed at the overtime rate.
WHY THIS PROTECTS YOU: "Must be available 24/7" is a red flag. This sets clear boundaries. You're not on-call unless you agree to be — and if you are, you get paid extra.
5. INTELLECTUAL PROPERTY 5.1 Work product created during paid hours is assigned to the Client upon payment. 5.2 Pre-existing IP, tools, and frameworks remain the Freelancer's property. The Client receives a non-exclusive license to use them within the delivered work. 5.3 The Freelancer retains portfolio rights to display non-confidential aspects of the work. 5.4 No IP transfers for any unpaid hours or invoices.
WHY THIS PROTECTS YOU: IP transfers ONLY for paid work. If a client owes you $5,000 in unpaid invoices, they don't own that work until they pay.
6. TERMINATION 6.1 Either party may terminate this Agreement with [NUMBER, e.g., 14] calendar days written notice. 6.2 During the notice period, all minimum hour guarantees and regular billing continue. 6.3 Immediate termination (without notice) is permitted only for: - Material breach of this Agreement - Non-payment exceeding 14 days past due - Illegal or unethical requests 6.4 Upon termination, all outstanding invoices become immediately due.
WHY THIS PROTECTS YOU: The notice period prevents a client from dumping you overnight with no income. During the notice period, you still get your minimum hours — giving you time to find new work.
7. NON-COMPETE AND NON-SOLICITATION 7.1 The Freelancer is free to work with other clients, including competitors of the Client, provided confidential information is not disclosed. 7.2 Non-compete clauses are explicitly excluded from this agreement. The Freelancer's livelihood depends on serving multiple clients.
WHY THIS PROTECTS YOU: Non-compete clauses are devastating for freelancers. If you specialize in e-commerce and sign a non-compete, you can't work in your own specialty. This clause explicitly blocks that.
8. LIMITATION OF LIABILITY 8.1 The Freelancer's total liability shall not exceed the fees paid in the preceding 3 months. 8.2 The Freelancer is not liable for indirect, consequential, or incidental damages.
9. DISPUTE RESOLUTION 9.1 Disputes shall first be addressed through good-faith negotiation for 30 days. 9.2 If unresolved, disputes shall be settled by binding arbitration in [JURISDICTION]. 9.3 The prevailing party is entitled to recover reasonable legal fees.
AGREED AND SIGNED: Client: _________________________ Date: _________ Name: [CLIENT NAME] Freelancer: _________________________ Date: _________ Name: [YOUR NAME]
Negotiate bad contracts with confidence
When a client sends a bad contract, don't just accept it — send this professional counter-proposal. Fill in the blanks with your specific terms. Firm but diplomatic.
Subject: Re: Contract for [PROJECT NAME] — Suggested Modifications Dear [CLIENT NAME], Thank you for the opportunity to work on [PROJECT NAME]. I'm excited about this project and confident I can deliver excellent results. Before we proceed, I've reviewed the contract and would like to suggest a few modifications that I believe will set us both up for a successful collaboration. These are standard industry terms that protect both parties:
WHY THIS WORKS: Opening with enthusiasm shows you're not being difficult. Framing changes as "protecting both parties" makes it collaborative, not adversarial.
PAYMENT STRUCTURE Current: [Describe their payment terms, e.g., "100% upon completion"] Proposed: I'd like to suggest a milestone-based payment structure: - [PERCENTAGE]% deposit upon signing ($[AMOUNT]) - [PERCENTAGE]% upon delivery of [MILESTONE] ($[AMOUNT]) - [PERCENTAGE]% upon final approval ($[AMOUNT]) This ensures I can dedicate my full attention to your project from day one, and you only pay the final installment when you're completely satisfied.
WHY THIS WORKS: "100% on completion" means you do all the work at-risk. The proposed structure is standard in the industry. Framing the deposit as helping you "dedicate full attention" makes it a benefit for the client too.
SCOPE AND REVISIONS Current: [Describe their scope terms, e.g., "Unlimited revisions until satisfied"] Proposed: I suggest we define the project scope as: [LIST SPECIFIC DELIVERABLES] With [NUMBER] rounds of revisions included. I find that clearly defined deliverables lead to faster turnaround and better results. Additional revisions are available at $[RATE]/hour if needed.
WHY THIS WORKS: "Unlimited revisions" sounds generous but leads to endless loops. Positioning limited revisions as leading to "faster turnaround and better results" makes it attractive to the client.
TIMELINE Current: [Describe their timeline terms, e.g., "Must be completed in 5 days"] Proposed: I can deliver by [YOUR REALISTIC DATE], which allows for quality work and your feedback rounds. Timelines are contingent on receiving feedback within [NUMBER] business days — delayed feedback extends the deadline by the same period. This keeps us both on track and ensures the final product meets your standards.
WHY THIS WORKS: Unrealistic timelines lead to rushed, poor-quality work. Tying your deadline to their feedback speed prevents the "I ghosted you for 2 weeks but the deadline stands" situation.
INTELLECTUAL PROPERTY Current: [Describe their IP terms, e.g., "All IP transfers immediately, including tools and methods"] Proposed: I'm happy to assign full rights to the final deliverables upon receipt of full payment. I retain the right to use non-confidential aspects in my portfolio, and any pre-existing tools or libraries I use remain my property (you receive a full license to use them in the project). This is the standard arrangement for freelance work and gives you full ownership of everything created specifically for your project.
WHY THIS WORKS: Clients often use overly broad IP clauses without realizing. Specifying "upon full payment" protects you from IP grabs on unpaid work. Portfolio rights are standard and rarely a real issue for clients.
CANCELLATION / KILL FEE Current: [Describe their terms, e.g., "Client may cancel at any time, no compensation for incomplete work"] Proposed: If the project is cancelled after work has begun: - Completed work is compensated at the agreed rate - A [PERCENTAGE]% kill fee applies to the remaining scope to compensate for reserved availability This is fair for both sides — you receive all completed work, and I'm compensated for the time I've reserved for your project.
WHY THIS WORKS: Without a kill fee, clients can cancel after you've blocked your schedule and turned down other work. The "reserved availability" framing helps clients understand why this is fair.
[OPTIONAL: ADD MORE ITEMS AS NEEDED] OTHER ITEMS I'd like to address: - Non-compete: I'm happy to sign a reasonable NDA, but as a freelancer serving multiple clients, I cannot agree to a non-compete clause. This is standard for independent contractor relationships. - Availability: I'm available during [YOUR HOURS] in [YOUR TIMEZONE]. I'll respond to messages within [NUMBER] business hours. For urgent matters outside these hours, we can arrange that separately. - Liability: I suggest we cap liability at the total project fee. This is industry standard and protects us both from disproportionate claims.
WHY THIS WORKS: Non-competes, 24/7 availability, and unlimited liability are the three most common "hidden traps" in freelance contracts. Addressing them proactively shows professionalism.
I believe these adjustments will create a strong foundation for our working relationship. I've found that clear expectations from the start lead to the best outcomes for both parties. I'm happy to discuss any of these points further. Looking forward to getting started! Best regards, [YOUR NAME] [YOUR TITLE/SPECIALTY] [YOUR CONTACT INFO]
WHY THIS WORKS: Ending positively and being open to discussion prevents the client from feeling attacked. Most reasonable clients will agree to fair terms — and if they don't, that's a red flag you dodged.
These templates protect you when YOU write the contract. But most freelancers receive a contract FROM the client — and that's where the red flags hide.
Before you use these templates, paste your client's contract into FairGig to check for red flags you might miss. Pro users get custom counter-language tailored to YOUR specific contract — just $1 for the first month.
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