What this page is and is not
There is no contract language here to copy. Contract law is state law, the enforceability of individual clauses varies, templates circulating online are frequently wrong or wrong for your jurisdiction, and a clause that reads fine can fail in a way that only surfaces when you need it. What follows is the list of questions a freelance agreement has to answer, so that when you sit with an attorney — or read the one a client sends — you know what to look for. A lawyer drafting one reusable agreement for your line of work is a one-time cost covering years of projects.
What matters practically is that something is written and agreed before work starts. An emailed scope the client replies "confirmed" to beats a friendly verbal understanding by a wide margin. The disputes that ruin freelance relationships are almost never bad faith; they are two people who remember the conversation differently and have nothing to check.
The questions the agreement has to settle
| Question | Why it decides the project |
|---|---|
| What exactly is being delivered | In countable terms: how many pages, how many words, what formats, what is excluded. "A website" is not a scope; "five responsive page templates as source files, excluding copy and photography" is, and the exclusions do as much work as the inclusions. |
| How many revision rounds, and what counts as one | The clause that most often decides whether a fixed-price job is profitable. A round is one consolidated set of feedback, not each email from each stakeholder — say so, or you get twelve of them. |
| What additional work costs | An agreed hourly or per-item rate for anything outside scope, set in advance so the conversation is arithmetic rather than a mid-project negotiation |
| Who does what, and by when | Client dependencies belong in the contract: content, access, feedback, approvals. If a two-day review takes three weeks, the schedule must say what happens. Commonest cause of a project running long. |
| Acceptance and payment schedule | How long the client has to review a deliverable and what happens if they do not — without a review window and a deemed-accepted default, a project stays open indefinitely and so does final payment. Then amounts, triggers and dates, where leverage lives. |
| What happens if it stops early | A kill fee or termination provision covering work already done and time reserved. Without one, a project cancelled at 70 percent complete can pay nothing. |
| Who owns the work, and when it transfers | A deliberate choice, not a default. Discussed below. |
| Expenses and late payment | Which costs are reimbursed and whether pre-approval is needed above some amount — stock assets, fonts and travel are the usual surprises. Plus a due date and a consequence for missing it; what is permitted varies by state, which is why it is a lawyer question. |
| Confidentiality, portfolio rights, disputes | Whether and when you may show the work, which state's law applies, and where a proceeding happens. A clause sending you to a court two thousand miles away is worth noticing before signing. |
Payment structure is the leverage
Collections advice is mostly about what to do after payment is late, the weakest position available: the work is delivered, the client has it, and your options are asking again, escalating, or paying to pursue it. The structure that avoids all of that is decided at the start.
| Mechanism | How it is normally set | What it does |
|---|---|---|
| Deposit before work begins | Commonly 25 to 50 percent, higher for a new client or a job with material costs | Filters out clients who were never going to pay, covers you if the project dies early, and settles the money conversation while both sides are enthusiastic |
| Milestone payments | Anything over a few weeks: tie payments to deliverables, not calendar dates | Caps exposure at one milestone. If payment stops, you stop, having lost one stage rather than a project. |
| Final payment on delivery | Due on delivery or within a short stated window, before final files or transfer | The last moment you hold anything the client wants |
| Stated due date and late terms | An explicit number of days on every invoice, and a consequence agreed before work starts at a level your attorney confirms is permissible where you are | "Due on receipt" and no date at all both become "whenever accounts payable gets to it." An invoice carrying a consequence moves up the queue. |
| Pause on non-payment | A clause letting you stop work once an invoice passes a stated age | Converts "I stopped working and look unprofessional" into "the agreement provides for this" |
A few dull invoicing mechanics matter more than they should. Invoice immediately on the trigger, not at month end — the clock does not start until it arrives. Include a unique number, the date, the due date and whatever reference the client's system needs — a missing one is the commonest reason an invoice sits untouched in a large company. Send it to accounts payable and copy your contact. And learn the payment cycle during onboarding: a 45-day cycle you knew about is a planning problem, the same cycle discovered on day 32 feels like being cheated. A receipt form or quotation form is enough structure for a small practice; the contract form helper lays out terms you intend to have reviewed.
Intellectual property: who owns it, and when
The clause freelancers most often skim, and the one that most often matters years later. Two separate questions hide inside it.
The first is what transfers. A full transfer of ownership differs from a license to use the work, and a license can be limited by medium, territory, duration and exclusivity — a photograph licensed for a website for two years is a different product, at a different price, from the same photograph sold outright. Whether something counts as a work made for hire under US law depends on specific statutory conditions rather than on the parties calling it that, which is exactly where a template found online is worse than useless.
The second question is when it transfers, and that one has teeth. Ownership passing on final payment rather than on delivery is a common, deliberate arrangement, and it changes a late invoice completely: until payment clears, the client is using something they do not own. It is not automatic and does not happen unless the agreement says so. The mirror image is worth watching — a contract transferring everything on signature, before any money moves, is not neutral, and asking to change it is reasonable.
One related item: your background tools — the framework, the internal library, the preset you bring to every job — should not be swept into a broad assignment clause. Carve them out and license their use.
When a client does not pay
Sequence matters, as does not skipping ahead.
| Stage | What to do |
|---|---|
| A few days past due | A short friendly note with the invoice attached again. Most late payments here are administrative — missed email, absent approver, wrong reference. Assume that first; it is usually true. |
| Two weeks past due | Contact accounts payable with a specific question: has it been entered, is it approved, what date is it scheduled. "When will it be paid?" gets a vague answer; "is it in the system and scheduled?" gets a factual one. |
| Three to four weeks | Stop ongoing work, citing the clause that provides for it, and say so in writing. Working on while unpaid trains the relationship and raises what you stand to lose. |
| Beyond that | A flat formal demand stating amounts, dates and a deadline. Keep the tone level; others may read it later. |
| Still unpaid | Small claims court handles amounts under a state-specific limit, is built for people without attorneys, and the filing fee is modest. Above that, or where facts are contested, ask an attorney first. |
Two things throughout. Keep everything in writing from the first message: a record of what was agreed and when it was delivered is the basis of any later claim. And be realistic: pursuing a $900 invoice can cost more in time than it is worth, which is an argument for deposits and milestones, not for tolerating it.
The warning signs, before you sign
Patterns that reliably precede trouble: "we don't really do contracts"; pressure to start before terms are settled; refusal of a deposit alongside an urgent timeline; a scope that grows during the negotiation; exposure offered instead of money; no termination provision or payment dates; being routed away from anyone who can approve spending. None proves anything alone. Two or three together is a pattern, and declining a bad client costs one project while accepting one often costs months.
Also check for a non-compete or an unusually broad non-solicitation clause. Enforceability varies significantly by state and the rules have been actively contested, so if a client hands you one, that is a question for an employment attorney rather than a judgment call at your desk.
The relationship this actually protects
Freelancers avoid all of this because it feels adversarial, as though asking for a deposit signals distrust. The opposite is closer to true. Almost every ugly freelance dispute involves two people who liked each other, wrote nothing down, and found in month three that they had different pictures of what was being built and when it would be paid for. The document exists so both sides work from the same picture, which is the only condition under which goodwill survives a difficult project.
The pricing side is in the freelance pricing guide; if this is a business you are still building, the side business starter covers the earlier decisions. Whatever else you take from this page, do one thing: have a lawyer draft or review the agreement you intend to reuse, once, before the project where it matters.
Questions people ask
Do I really need a written contract for small freelance jobs?
You need something written, though it does not have to be elaborate for a small job. An emailed scope with deliverables, price, payment terms and timeline that the client replies "confirmed" to is far better than a verbal understanding, and it is what you will rely on if the two of you remember the conversation differently later — which is how nearly every freelance dispute starts, rather than through bad faith. For work you do repeatedly, having an attorney draft one reusable agreement is a one-time cost that covers years of projects and is one of the better purchases an independent worker makes. Do not build your standard agreement from a template found online: contract law is state law, individual clauses vary in enforceability, and a clause that reads fine can fail exactly when you need it.
How much deposit should I ask for up front?
Commonly somewhere between a quarter and half of the project value before work begins, weighted higher for a client you have not worked with, for a job with material costs you have to front, or for anything with a long timeline. The deposit does three things at once: it filters out clients who were never going to pay, it covers you if the project dies early, and it settles the money conversation while both sides are still enthusiastic rather than three months in. For anything running more than a few weeks, add milestone payments tied to defined deliverables rather than to calendar dates, so that if payment stops you stop, and your exposure is capped at one stage rather than the whole project. Nearly all of a freelancer's leverage exists before delivery, and almost none of it survives handover.
When should ownership of the work transfer to the client?
That is a deliberate choice you make in the agreement, not something that happens by default, and the timing has real consequences. Transferring ownership on final payment rather than on delivery is a common arrangement, and it changes the dynamic of a late invoice completely, because until the money clears the client is using something they do not own. There is a second question underneath it: whether you are transferring ownership at all or granting a license, which can be limited by medium, territory, duration and exclusivity — a photo licensed for a website for two years is a different product at a different price from the same photo sold outright. Whether something qualifies as a work made for hire under US law depends on specific statutory conditions rather than on the parties calling it that, so this clause in particular should be drafted by an attorney.
What is a kill fee and should my contract have one?
It is compensation for work already performed and time reserved when a project is terminated before completion, and yes, some form of termination provision belongs in any agreement for work of meaningful length. Without one, a project cancelled at 70 percent complete can leave you with nothing beyond whatever deposit you took, even though the calendar time was blocked out and turned other work away. The provision needs to say what triggers it, how the amount is calculated — commonly work completed to date plus some portion of the remainder — and what happens to partial deliverables and to any ownership that has not transferred. Since termination clauses interact with the rest of the agreement in ways that are easy to get wrong, this is one to have drafted rather than assembled.
What should I do when a client will not pay an invoice?
Work the sequence and do not skip to the end. Within the first few days, send a short friendly note with the invoice attached, because most late payments at that point are administrative — a missed email, an absent approver, a wrong reference number. At two weeks, contact accounts payable directly and ask whether the invoice has been entered, approved and scheduled, which produces a factual answer where "when will this be paid?" produces a vague one. At three to four weeks, stop any ongoing work and say so in writing. After that, a flat formal demand stating amounts, dates and a deadline. Small claims court is designed for people without attorneys and handles amounts up to a state-specific limit for a modest filing fee; above that, or where the facts are disputed, ask an attorney before spending money on pursuit. Keep everything in writing from the first message.