The Freelance Contract Dictionary

The client owns the copyright the moment you create it. You have no rights to the source files.

Source: U.S. Copyright Office

This agreement or right never ends. It is valid forever.

Source: Black's Law Dictionary

Check if you are being asked to waive these. Usually includes the right to be named as the creator.

Source: Cornell Law School LII

You lose the right to be named as the creator or to object to changes in your work.

Source: Cornell Law School LII

The client can modify your work and own those new versions without your permission.

Source: U.S. Copyright Office

Once you give permission, you can never take it back, even if they stop paying.

Source: Nolo

The client can rent or sell your work to third parties without paying you extra.

Source: Investopedia

Ownership moves to the client. Ensure this only happens AFTER full payment.

Source: LawInsider

Check that they aren't trying to claim ownership of tools/code you owned before the gig.

Source: UpCounsel

Vague but powerful; usually means you cannot use this in your portfolio.

Source: Copyright.gov

You cannot sell this work to anyone else, even if it's a generic style.

Source: LegalZoom

Allows them to license your work to others without your consent.

Source: WIPO

Total transfer of your legal rights to another party.

Source: Black's Law Dictionary

Grants permission to use work everywhere on Earth (and sometimes beyond).

Source: Copyright.gov

You need their permission to use your own work after you've 'sold' it.

Source: LawInsider

Explicitly bars you from showing the work in your professional portfolio.

Source: Freelancers Union

The specific clause where you give away legal powers. Read carefully.

Source: Nolo

You get paid once; you don't get a cut of future sales.

Source: Investopedia

Standard, but ensure it doesn't include your 'Background Technology'.

Source: UpCounsel

They can use your name and likeness to promote the project.

Source: Cornell Law School LII

Permanent transfer of copyright ownership.

Source: U.S. Copyright Office

If you invent something, they might claim the patent.

Source: WIPO

They own any branding/marks you create.

Source: USPTO

They want the 'raw' files, not just the final result.

Source: LawInsider

A one-time payment to take all your rights forever.

Source: Investopedia

You pay their legal bills if a third party sues them because of your work.

Source: Cornell Law School LII

You agree not to sue the client for any losses, even if they are at fault.

Source: Black's Law Dictionary

An automatic pre-set fine you must pay if you break the contract (e.g., missing a deadline).

Source: Investopedia

You are liable for their 'lost profits,' which can be far more than your project fee.

Source: Nolo

The client has total power. If they 'decide' they don't like it, they don't pay.

Source: LawInsider

They can get a court order to stop you from working immediately without a full trial.

Source: Cornell Law School LII

Limits how much they owe you if they screw up. Ensure this is 'mutual'.

Source: SBA.gov

You are 100% responsible for damages even if others were involved.

Source: Black's Law Dictionary

A very high bar for 'reckless' behavior. Standard in most liability clauses.

Source: Nolo

You cannot sue in court; you must use a private (often expensive) arbitrator.

Source: American Arbitration Association

You give up the right to join other freelancers in a joint lawsuit.

Source: FindLaw

Specifies who pays the lawyers if you go to court.

Source: Black's Law Dictionary

They aren't promising their data/tech actually works.

Source: Cornell Law School LII

Legal 'promises' you are making. Read each one carefully.

Source: Nolo

You are responsible if someone else sues the client because of your work.

Source: LawInsider

The specific city/court where a lawsuit must happen.

Source: FindLaw

The legal system (e.g. 'New York Law') that governs the contract.

Source: Cornell Law School LII

Same as Jurisdiction; determines which state's rules apply.

Source: Nolo

The 'fair' version where both parties protect each other. Better than one-sided.

Source: UpCounsel

The deadline to sue. Check if they have shortened the legal limit.

Source: Black's Law Dictionary

You admit guilt in advance if a dispute happens. Extremely dangerous.

Source: Investopedia

You are personally liable even if you have an LLC/Corporation.

Source: SBA.gov

Defines how 'good' you have to be. Avoid 'Best' or 'Highest'.

Source: LawInsider

Limits the total money you might owe. Essential for freelancers.

Source: Nolo

You could lose everything you own if something goes wrong.

Source: Investopedia

You won't get paid until 3 months after you send your invoice.

Source: Freelancers Union

You wait 2 months for payment. Standard for big corps, tough for freelancers.

Source: SBA.gov

You only get paid if the client's customer pays them first. High risk!

Source: Levelset

They can demand to see your personal bank records or accounting software.

Source: LawInsider

They can deduct 'debts' from your check to 'pay back' a separate issue.

Source: Investopedia

They keep a percentage of your pay (usually 10%) until the very end of a project.

Source: Nolo

Check if this exists! It's what they pay you if they cancel the project mid-way.

Source: Freelancers Union

Legal code for: 'If you are 1 hour late, the whole contract is breached.'

Source: Cornell Law School LII

Payment is locked behind their 'satisfaction' at specific stages.

Source: UpCounsel

You pay for your own travel, software, and stock photos out of your fee.

Source: SBA.gov

You agree not to charge interest even if they pay you months late.

Source: Freelancers Union

You only get paid if a specific (often out of your control) event happens.

Source: LawInsider

You must give them your lowest price ever given to anyone.

Source: Investopedia

They won't pay a penny over the limit, even if the work doubles.

Source: SBA.gov

If the invoice isn't 'perfect,' they have a legal excuse not to pay.

Source: LawInsider

How long they have to 'test' your work before they are forced to pay.

Source: Nolo

Paying only for the portion of the month/work completed.

Source: Investopedia

You take the hit if the Dollar drops against the Euro.

Source: Investopedia

Standard for freelancers, but ensure you aren't paying THEIR corporate taxes.

Source: IRS.gov

Vague. They can withhold pay if they simply 'don't like it'.

Source: LawInsider

They pay you back. Check if they require 'pre-approval' for a $5 lunch.

Source: SBA.gov

Often hidden in 'Exhibit A'. Read it before you sign.

Source: Freelancers Union

You can't buy a $10 stock photo without an email chain.

Source: LawInsider

Check if you have the right to charge interest on late payments.

Source: Nolo

Good for you, bad for them. Ensures you are paid for starting.

Source: Consumer Rights

Restricts you from working for competitors. Check the time and geographic limits.

Source: FTC.gov

You can't hire the client's staff or 'steal' their other clients for your own business.

Source: Nolo

You agree never to say anything negative about the client, even if they treat you poorly.

Source: Cornell Law School LII

Broader than an NDA; defines what 'secret sauce' you must protect forever.

Source: WIPO

You must offer them your next project or availability before anyone else can hire you.

Source: Investopedia

You are barred from taking other clients while working on this project.

Source: LawInsider

Similar to non-solicitation; prevents you from poaching their talent.

Source: LegalZoom

Allows the client to use 'ideas' they learned from you without it being a trade secret breach.

Source: UpCounsel

The classic NDA. Standard, but check the 'Duration' (shouldn't be forever).

Source: Nolo

Check if this includes your own methods/processes (it shouldn't!).

Source: WIPO

You must spend 100% of your work hours on them. You are an employee, not a freelancer.

Source: SBA.gov

Limits where in the world you can work or who you can work for.

Source: FTC.gov

You must tell them if you work for a competitor. Standard, but keep it narrow.

Source: Nolo

You must delete/return everything after the job. Keep your own 'Tools'!

Source: LawInsider

A more intense version of returning materials. Often requires a 'Certificate'.

Source: WIPO

You can't go 'around' them to deal with their supplier/customer directly.

Source: Investopedia

GDPR/CCPA rules. You are liable if you leak their customer's data.

Source: GDPR.eu

They want to dig into your criminal/credit history.

Source: FTC.gov

A vague term that can mean you must prioritize them over your own business.

Source: Black's Law Dictionary

Confirms you aren't partners or employees. Actually good for you.

Source: Nolo

Standard. Confirms you get no benefits but keep your freedom.

Source: IRS.gov

You can't hire a sub-contractor to do the work for you.

Source: LawInsider

Requirement to work only for this client during the project term.

Source: UpCounsel

Another term for Non-Solicitation of employees.

Source: LegalZoom

You must do 100% of the work yourself. No helpers allowed.

Source: SBA.gov

They can fire you at any time for no reason. Ensure there is a 'Kill Fee' associated with this.

Source: SBA.gov

The contract renews automatically every year unless you cancel it in a very specific window.

Source: Black's Law Dictionary

Specifies which parts of the contract (like NDAs) stay in effect after the work is done.

Source: Nolo

Means 'only what is written here counts.' Your emails and verbal promises are legally void.

Source: Cornell Law School LII

If one part of the contract is found illegal, the rest of the contract remains valid.

Source: Investopedia

If the client sells their company, the new owner now owns your contract and your rights.

Source: LawInsider

Excuses performance due to 'Acts of God' like war or floods. Check if 'Pandemic' is included.

Source: Black's Law Dictionary

Determines which state's laws apply. If you're in CA and they're in NY, you might have to sue in NY.

Source: Nolo

You might be stuck doing endless work for the same fee.

Source: Freelancers Union

If you pay a deposit, you might not get it back even if they cancel.

Source: Consumer Rights

A 'big' mistake that allows the other party to end the contract immediately.

Source: Cornell Law School LII

The time you have to fix a mistake before they can sue you.

Source: LawInsider

How much warning you must give before quitting (or they give before firing).

Source: Nolo

Same as a 'Merger Clause'. Only the paper matters, not your previous chats.

Source: Black's Law Dictionary

You can sign two different copies and they count as one deal. Normal.

Source: Investopedia

The titles of sections don't have legal power. Only the fine print does.

Source: LawInsider

If they let you slide once, it doesn't mean they'll let you slide again.

Source: Nolo

Usually interpreted against the person who wrote the contract.

Source: Cornell Law School LII

The 'hidden' pages at the end where the real work/money is defined.

Source: UpCounsel

Re-confirms you are not an employee. Good for tax purposes.

Source: IRS.gov

Defines how you must 'officially' talk (often via snail mail).

Source: LawInsider

What happens to the work/money the moment the deal dies.

Source: Nolo

The 'start' and 'end' dates. Ensure it's not open-ended.

Source: SBA.gov

You can't change the deal over the phone; you need a signed paper.

Source: Investopedia

They can use EVERY legal trick against you at once.

Source: LawInsider