A new client wants to work with you. Great. Then they send over "just a quick contract to sign." You scan it — it looks professional, maybe a bit long — and you are tempted to sign and get started.
Stop. That contract was written by the client's lawyer to protect the client. Your interests are not their priority. Every clause you skip is a term you are agreeing to, whether you read it or not.
This checklist covers the 10 things every freelancer should review before signing a client's contract.
1. Scope of Work: Is It Specific Enough?
Scope creep is the number one freelancer complaint, and it starts with vague scope definitions. If the contract says "design services" or "consulting as needed," you have no boundary for what the client can request.
What to look for:
- Specific deliverables listed by name
- Defined number of revisions or rounds of feedback
- Clear format and specifications for each deliverable
- A process for handling out-of-scope requests
Red flag: Language like "and other tasks as assigned" or "related services as needed." These phrases give the client unlimited scope.
What to do: If the scope is vague, attach a detailed Statement of Work as an exhibit to the contract. Reference it explicitly: "Services are limited to those described in Exhibit A."
2. Payment Terms: When and How Do You Get Paid?
Check three things: the rate, the schedule, and the consequences of late payment.
What to look for:
- Your rate or project fee clearly stated
- Payment schedule (milestones, monthly, upon delivery)
- Invoice submission process and payment window (Net 15, Net 30)
- Late payment penalties or interest
- Who covers transaction fees
Red flag: Payment "upon project completion" with no milestones. This means you do all the work before seeing any money, and the client defines when the project is "complete."
What to do: Negotiate milestone-based payments. For larger projects, request 25-50% upfront before work begins. Include a late payment clause — even 1.5% monthly interest discourages slow payments.
3. Intellectual Property: Who Owns What You Create?
This clause determines whether you retain any rights to your work. Many client contracts include broad IP assignment language that transfers ownership of everything — including pre-existing tools, templates, and methodologies you brought to the project.
What to look for:
- "Work made for hire" designation
- Full IP assignment vs. license grant
- Whether pre-existing IP is excluded
- Whether you can use the work in your portfolio
Red flag: "All work product, including derivative works and any tools or materials developed during the engagement, shall be the sole property of Client."
What to do: Negotiate to retain ownership of pre-existing IP and general-purpose tools. Grant the client an exclusive license to the final deliverables. Add a portfolio rights clause allowing you to showcase the work.
4. Kill Fee and Cancellation Terms
What happens if the client cancels the project halfway through? Without a kill fee, you could lose weeks of work with no compensation beyond what has already been paid.
What to look for:
- Kill fee amount (typically 25-50% of remaining contract value)
- Notice period for cancellation
- Payment for work completed up to cancellation
- Whether the client retains deliverables already provided
Red flag: "Either party may terminate this agreement at any time without cause" with no mention of compensation for work in progress.
What to do: Add a kill fee clause. At minimum, you should be paid for all work completed plus a percentage of the remaining scope. Specify a notice period — 14 to 30 days is standard.
5. Revision and Feedback Process
Unlimited revisions are free labor. If the contract does not cap revisions, the client can request changes indefinitely without additional cost.
What to look for:
- Number of revision rounds included
- Definition of what constitutes a "revision" vs. a new request
- Timeline for client feedback
- Cost of additional revisions beyond the included rounds
Red flag: No mention of revisions at all, or language like "revisions until client satisfaction."
What to do: Specify the number of included rounds (two to three is standard), define a feedback window (five to seven business days), and state that additional revisions are billed at your hourly rate.
6. Timeline and Deadlines
Check whether deadlines are realistic and whether the client has obligations that affect your timeline.
What to look for:
- Project start and end dates
- Milestone deadlines
- Client responsibilities (providing materials, feedback, approvals)
- What happens if the client causes delays
- Force majeure clause
Red flag: Hard deadlines for you with no obligations for the client to provide materials or feedback on time.
What to do: Make your deadlines contingent on the client meeting their obligations. Add a clause stating that delays caused by late client deliverables extend your deadlines by an equal number of days.
7. Non-Compete and Exclusivity Clauses
Some client contracts restrict you from working with competitors or in the same industry during and after the engagement.
What to look for:
- Non-compete duration and geographic scope
- Definition of "competitor"
- Whether the restriction applies during the contract only or extends after
- Exclusivity requirements
Red flag: "Contractor shall not provide services to any competitor of Client for a period of 12 months following termination." If "competitor" is broadly defined, this could eliminate most of your potential clients.
What to do: Narrow the scope. Limit non-competes to direct competitors with specific names listed. Reduce the duration to the contract term only, or negotiate additional compensation for any post-termination restriction.
8. Confidentiality Obligations
Most freelance contracts include confidentiality clauses. These are generally reasonable, but watch for overbroad terms.
What to look for:
- Scope of what is considered confidential
- Duration of confidentiality obligations
- Whether you can mention the client relationship publicly
- Whether you can use the work in your portfolio
Red flag: "Contractor shall not disclose the existence of this agreement or any work performed hereunder."
What to do: Ensure you can mention the client by name in your portfolio and marketing materials, unless there is a genuine business reason for secrecy. Negotiate a portfolio rights clause if one is not included.
9. Indemnification and Liability
Indemnification clauses determine who pays if something goes wrong. In a client's contract, these often shift all risk to you.
What to look for:
- Mutual vs. one-way indemnification
- Liability cap (your total liability should be capped at the contract value)
- Whether you are responsible for the client's use of your work
- Insurance requirements
Red flag: "Contractor shall indemnify, defend, and hold harmless Client from any and all claims, damages, and expenses arising from Contractor's services." This makes you responsible for everything, including how the client uses your work.
What to do: Negotiate mutual indemnification. Cap your total liability at the amount you were paid under the contract. Exclude liability for the client's modification or misuse of your deliverables.
10. Dispute Resolution and Governing Law
If a dispute arises, how will it be resolved? The contract should specify the process and jurisdiction.
What to look for:
- Mediation, arbitration, or litigation
- Governing law (which state or country)
- Venue (where disputes are heard)
- Whether the losing party pays attorney's fees
Red flag: Mandatory arbitration in the client's home state with the client choosing the arbitrator. This makes it expensive and inconvenient for you to challenge anything.
What to do: Negotiate for mediation first, then arbitration if mediation fails. Choose a neutral jurisdiction or your home state. Ensure the arbitration process is fair — a neutral arbitrator selected by both parties.
Quick-Reference Checklist
| # | Check | Pass? | |---|-------|-------| | 1 | Scope is specific with defined deliverables | | | 2 | Payment schedule includes milestones and late penalties | | | 3 | You retain pre-existing IP and portfolio rights | | | 4 | Kill fee protects you if the client cancels | | | 5 | Revisions are capped with a defined process | | | 6 | Deadlines are mutual — client delays extend your timeline | | | 7 | Non-compete is narrow or absent | | | 8 | You can mention the client and use work in your portfolio | | | 9 | Liability is capped and indemnification is mutual | | | 10 | Dispute resolution is fair and accessible | |
Draft Your Own Freelance Contract
The strongest position is to present your own contract first. When you control the terms, you protect yourself by default.
Create a freelance contract on contract.diy — with scope protections, payment milestones, and IP clauses built in. Or browse all contract types to find the right template.