A freelance contract has one job: to say what you will deliver, when you get paid, and what happens if either side wants out. Everything else in a 14-page "Master Services Agreement" is risk being moved from the client to you. You do not need to accept it, and you rarely need a lawyer to push back. You need to know which lines to change and what to put in their place.
The fair wording below is a starting point, not a legal template. Adapt it to your situation, and if a contract involves a large sum or a long exclusivity, have a lawyer read it.
Scope and scope creep
The clause that hurts: "Contractor shall perform the services described in Exhibit A and such other services as Client may reasonably request." Those last words turn a fixed-price project into unlimited work for the same money.
Why it matters: every "quick extra" is free under this wording, and the client has the contract on their side.
Fair wording: "Services are limited to the deliverables listed in Exhibit A. Work outside Exhibit A requires a written change order stating the additional fee and timeline, signed by both parties before the work begins."
Scan it for scope, payment, IP and kill-fee terms before you agree to them.
Payment terms and late fees
The clause that hurts: "Net 60 from Client's acceptance of the final deliverable." Acceptance is undefined, so the clock may never start, and 60 days after that is a long time to fund a client's business.
Why it matters: late payment is the number one freelance complaint. In the EU, the Late Payment Directive sets a default of 30 days for business-to-business invoices (60 only if expressly agreed and not grossly unfair) and gives you statutory interest and a fixed recovery charge. In the UK, statutory interest on late commercial payments is 8% above the Bank of England base rate plus a fixed compensation amount per invoice. Those rights exist whether or not the contract mentions them, but a clause that mirrors them makes collection far easier.
Fair wording: "A deposit of 30% is due before work begins. Remaining invoices are due within 14 days of the invoice date. Deliverables are deemed accepted unless Client gives written, specific objections within 5 business days of delivery. Late amounts accrue interest at [rate] per month or the statutory rate, whichever is higher."
Kill fees and early cancellation
The clause that hurts: "Client may terminate this Agreement at any time for convenience. Contractor shall be paid only for deliverables accepted prior to termination." If the client pulls the project at 90%, you get paid for 0%.
Fair wording: "Either party may terminate on 14 days' written notice. On termination by Client for convenience, Client pays for all work performed to the termination date on a time-and-materials basis, plus a cancellation fee of 25% of the remaining contract value. The deposit is non-refundable."
Intellectual property: assignment vs license
The clause that hurts: "All work product, including pre-existing materials, tools, code libraries and know-how used by Contractor, shall be the sole property of Client, and Contractor hereby assigns all rights therein." Read literally, this gives the client your entire toolkit, including things you built years ago for other clients.
Why it matters: a full assignment is normal for the final deliverable once it is paid for. It is not normal for your reusable components, templates or methods, and it is never acceptable before payment.
Fair wording: "On receipt of full payment, Contractor assigns to Client all rights in the final Deliverables. Contractor retains ownership of its pre-existing materials, tools and general know-how ('Contractor Materials') and grants Client a perpetual, non-exclusive license to use any Contractor Materials embedded in the Deliverables. Contractor may display the Deliverables in its portfolio unless Client objects in writing."
Non-compete and non-solicitation
The clause that hurts: "During the term and for 24 months after, Contractor shall not provide services to any business that competes with Client anywhere in the world." For a freelancer whose clients are all in one industry, this is a ban on working.
Why it matters: enforceability varies. California, for example, voids most non-competes by statute, and the US FTC's 2024 attempt at a nationwide ban was struck down in court and is not in force. Elsewhere, a narrow non-compete can be enforced. Either way, a clause you cannot comply with is a reason to walk or renegotiate, not sign and hope.
Fair wording: delete it, or narrow it to: "During the term, Contractor will not use Client's Confidential Information to perform services for a direct competitor of Client. Nothing in this Agreement restricts Contractor from providing services to other clients, including in Client's industry." A mutual non-solicitation of employees for 12 months is usually a reasonable compromise.
Indemnity
The clause that hurts: "Contractor shall indemnify, defend and hold harmless Client from any and all claims, losses and expenses arising out of or related to the Services." No cap, no limit to your own fault, and it covers claims caused by the client's own instructions.
Why it matters: an uncapped indemnity means a $3,000 project can create unlimited liability. Many freelancers carry no insurance that would cover it.
Fair wording: "Each party indemnifies the other against third-party claims to the extent caused by that party's breach of this Agreement or negligence. Contractor's total liability under this Agreement is limited to the fees paid in the 12 months before the claim. Neither party is liable for indirect or consequential loss. Contractor is not liable for claims arising from materials, instructions or content supplied by Client."
Unlimited revisions
The clause that hurts: "Contractor shall make such revisions as Client requests until Client is satisfied." Satisfaction is subjective and has no end date.
Fair wording: "Each deliverable includes up to two rounds of revisions, requested in writing within 5 business days of delivery. Further revisions, or changes to approved work, are billed at [hourly rate]."
Termination for breach
The clause that hurts: "Client may terminate immediately if Contractor breaches any term of this Agreement." Any term, including a missed internal deadline, with no chance to fix it.
Fair wording: "Either party may terminate for material breach if the breach is not cured within 10 business days of written notice describing it. Client's failure to pay an undisputed invoice within 30 days of the due date is a material breach, and Contractor may pause work until payment is received."
Governing law when the client is abroad
The clause that hurts: "This Agreement is governed by the laws of [client's state], and the parties submit to the exclusive jurisdiction of the courts of [client's city]." If a $4,000 invoice goes unpaid, you would have to sue on another continent.
Why it matters: governing law decides whose rules apply; jurisdiction decides where you fight. For a freelancer, the second matters more.
Fair wording: "This Agreement is governed by the laws of [your country/state]. Disputes will first be raised in writing and discussed in good faith for 30 days. Either party may then bring a claim in the courts of its own location, or the parties may agree to online arbitration." If the client won't move on governing law, at least secure a larger deposit and shorter payment terms to reduce what you could lose.
Two things to check outside the contract
Are you really a contractor?
If the client sets your hours, supplies your tools, forbids other clients and treats you like staff, tax authorities may see an employee, whatever the contract says. The IRS uses three groups of facts, behavioral control, financial control and the relationship, to decide. In the UK, similar status tests apply. Misclassification is the client's risk more than yours, but it affects your taxes and benefits, so know where you stand. Our independent contractor vs employee guide walks through the tests and the tax math.
Does the contract match the proposal?
Clients often send a standard MSA that contradicts the proposal you agreed by email. Add one line: "In case of conflict between this Agreement and the Statement of Work dated [date], the Statement of Work prevails."
Sources
- IRS: Independent contractor (self-employed) or employee?
- European Commission: Late Payment Directive
- GOV.UK: Late commercial payments — charging interest and debt recovery
- GOV.UK: Employment status
General information, not legal advice. Contract and employment law differs by country. For agreements worth more than a few months' income, or any exclusivity longer than the project, have a lawyer review the final text.