The 7-clause freelance contract every US freelancer needs
Most freelancer contracts are either (a) a 12-page legal document the client never reads or (b) a text message that explodes when things go wrong. Here’s the middle ground: 7 clauses, plain English, and enforceable in US courts. This is general guidance, not legal advice — for high-value work, have an attorney review your template.
1. Scope of work
List the exact deliverables, including format. “Logo design” is too vague. “Logo design (3 initial concepts, 2 rounds of revisions, final files in SVG/PNG/AI)” is enforceable.
Template wording:“The Contractor agrees to deliver the work described in Exhibit A. Any work beyond Exhibit A is out of scope and will be quoted separately.”
2. Payment terms
Three non-negotiables:
- Deposit.30–50% on signing for one-off projects.
- Payment terms.Net 15 is reasonable for freelancers; Net 30+ strains a one-person business’s cashflow.
- Late fees.A clause like “Invoices unpaid after the due date accrue a late fee of 1.5% per month on the outstanding balance” changes client behavior even if you never enforce it. Confirm your state’s maximum allowable interest rate — some states cap it.
When a client’s late, plug the numbers in here. The figure you can claim under your late-fee clause might surprise you. Open it →
3. Late fees and collections
Spell out exactly what happens when payment slips: the late-fee rate, a stop-work right (you may pause work on overdue accounts), and who covers collection costs. “The Client agrees to pay reasonable collection and attorney’s fees incurred in recovering overdue amounts” is a fair, common line that gives your reminders teeth.
4. Intellectual property assignment on payment
IP transfers on final payment, not earlier. This single word (“final”) is the difference between a client ghosting you with your work shipped, and the client coming back to settle the bill.
Template wording:“All intellectual property rights in the Deliverables remain with the Contractor until the Total Fee is paid in full. Upon final payment, all such rights (excluding the Contractor’s right to display the work in their portfolio) are assigned to the Client.”
Note: avoid loosely calling everything “work made for hire.” Under US copyright law that term has a narrow legal meaning for independent contractors; a clean written assignment on payment is the more reliable mechanism.
5. Kill fee and termination
Either party can terminate with 14 days’ written notice. On termination, the client pays for all work completed or in progress up to the termination date. Add a kill fee— a percentage of the remaining contract value (commonly 25–50%) owed if the client cancels a committed project mid-stream. Your deposit is non-refundable.
6. Limitation of liability
Cap your exposure. A standard clause limits your total liability to the fees paid under the contract and excludes indirect or consequential damages.
Template wording:“The Contractor’s total liability under this Agreement shall not exceed the total fees paid by the Client. In no event shall the Contractor be liable for indirect, incidental, or consequential damages.”
7. Governing law and jurisdiction
Name yourstate. “This Agreement is governed by the laws of the State of [your state], and the parties consent to the exclusive jurisdiction of the state and federal courts located there.” This means a dispute is litigated on your home turf, not flown across the country to the client’s.
What you usually do NOT need
- Heavy indemnity clauses.Most freelance contracts don’t need them; they’re scary and cost you trust. Skip unless your work involves real end-user liability (medical, financial, safety-critical).
- A standalone NDA for routine work. A one-line mutual confidentiality clause usually covers it; a separate multi-page NDA is overkill for most projects.
- Arbitration in a distant venue.Keep jurisdiction in your own state — cheaper, faster, and on your terms.
Signing
Electronic signatures are legally valid in the US under the federal ESIGN Act and the state-level UETA(adopted in nearly every state). DocuSign, Dropbox Sign, Adobe Acrobat Sign — all fine. You do not need notarization for a typical freelance services contract.
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