Freelance Contract

An independent contractor agreement that pins down scope, revisions, IP ownership and what happens when payment is late.

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Template, not legal advice. This is a template, not legal advice. It is written to be fair to both sides rather than to favour whoever generated it. Two things to check for your own country: whether the intellectual property assignment is valid in the form used here, and whether the way you work would be treated as employment rather than self-employment by your tax authority - that classification is decided by the facts, not by what a contract calls it.

Start from an example

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The parties
The work

Be concrete. This list is what you are owed money for, and everything not on it is a change request.

Be concrete. This list is what you are owed money for, and everything not on it is a change request.
The most valuable field on this form. Unstated exclusions are assumed to be included.
Money
Timing and revisions
Ownership and the end

Without a written assignment the freelancer keeps copyright, whatever either side assumed.

Without a written assignment the freelancer keeps copyright by default, whatever either side assumed.

Freelance Contract

13 sections · 1019 words · updates as you type

Freelance Contract

Last updated: 12 November 2026

Parties and date

This Agreement is made on 12 November 2026 between:

[Freelancer name] of [Freelancer address] ("the Contractor")

and

[Client name] of [Client address] ("the Client").

The work

The Contractor will provide the services described in the proposal agreed between the Parties, which forms part of this Agreement.

Work starts on [start date] and is due by [delivery date]. That date assumes the Client supplies content, access, feedback and approvals within five working days of a request; time lost waiting moves the delivery date by the same amount.

Changes and revisions

The fee includes 2 rounds of revision on the work delivered. A round means one consolidated set of feedback, not a series of separate requests.

Work that changes the agreed scope - new pages, new features, a change of direction after approval - is a change request. The Contractor will quote for it before starting, and it is only chargeable once the Client has agreed in writing.

Approval given at one stage is not reopened free of charge at a later one.

Fee and payment

The fee for the work described above is [fee], exclusive of any applicable tax.

A deposit of 50% is payable before work begins. Work is scheduled when the deposit clears, not when the Agreement is signed. The deposit is non-refundable and is set against the final invoice.

The fee covers the Contractor time only. Third-party costs such as stock images, fonts, plugins and hosting are the Client responsibility and are bought in the Client own name.

Invoices are payable within 14 days of the invoice date.

Late payment

If an invoice is not paid by its due date the Contractor may suspend work and withhold delivery of files until it is paid, and may charge interest on the overdue amount.

Where this Agreement is governed by the law of England and Wales, the Contractor may claim interest and a fixed recovery charge under the Late Payment of Commercial Debts (Interest) Act 1998. Where it is governed elsewhere, the Contractor may charge interest at 4% above the relevant central bank base rate, accruing daily.

Suspension for non-payment is not a breach by the Contractor, and any delivery date moves by at least the length of the suspension.

Ownership of the work

On payment in full, the Contractor assigns to the Client all intellectual property rights in the final deliverables created specifically for this project. Until payment is received in full, the Contractor retains all rights and the Client has no licence to use the work - including drafts and previews.

The Contractor keeps ownership of anything pre-existing that was used to build the deliverables - components, libraries, templates, methods and know-how - and grants the Client a licence to use those elements as part of the deliverables. Concepts, drafts and versions not selected by the Client remain the Contractor property.

The Contractor may show the work in a portfolio, in case studies and in applications for work, and may name the Client as a client. Anything the Client identifies in writing as confidential is excluded.

What each side promises

The Contractor will perform the services with reasonable skill and care, and warrants that the work is original and does not knowingly infringe anyone else's rights.

The Client warrants that anything it supplies - text, images, logos, data - is its own or properly licensed, and indemnifies the Contractor against any claim arising from supplied material.

The Contractor will correct defects in the deliverables reported within 30 days of delivery at no charge. That does not extend to changes of mind, new requirements, or problems caused by changes the Client made afterwards.

Independent contractor

The Contractor is self-employed and is not an employee, worker, partner or agent of the Client. The Contractor is responsible for their own tax, national insurance or social security contributions, and for any insurance they need.

The Contractor decides how and when the work is done, subject to the agreed deadlines, and may use substitutes or subcontractors provided the Contractor remains responsible for the work. Nothing in this Agreement prevents either Party from working with anyone else.

Confidentiality

Each Party will keep the other's confidential business information secret, use it only for this project, and not disclose it to anyone who does not need it. This continues for three years after the project ends.

It does not apply to information that is public, already lawfully known, independently developed, or required to be disclosed by law.

Ending the agreement

Either Party may end this Agreement by giving written notice.

If the Client ends it, the Client pays all work completed to date, plus the deposit, which is non-refundable. The Contractor delivers everything completed and paid for at that point; rights in unpaid work do not transfer.

If the Contractor ends it other than for non-payment or breach by the Client, the Contractor refunds any fee paid for work not yet done and provides the work completed so far.

Either Party may end this Agreement immediately if the other commits a material breach that is not put right within 14 days of being asked in writing.

Liability

Neither Party is liable for loss of profit, loss of business, loss of data, or indirect or consequential loss. The Contractor total liability under this Agreement is limited to the fees paid under it.

Nothing in this clause limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Neither Party is liable for delay caused by events outside its reasonable control, provided it tells the other promptly and does what it reasonably can to limit the effect.

General

This Agreement, with any proposal or statement of work referred to in it, is the entire agreement between the Parties. Changes must be in writing and agreed by both.

If any provision is unenforceable, the rest stays in force. Delay in enforcing a right does not waive it.

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Before starting proceedings, the Parties will attempt in good faith to resolve the dispute between themselves.

Signed

[Freelancer name] (Contractor)

Signature: ______________________________

Name: __________________________________

Date: ___________________________________

[Client name] (Client)

Signature: ______________________________

Name: __________________________________

Position: _______________________________

Date: ___________________________________

Generated from a template. Not legal advice - read it before you publish or sign it.

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About this tool

A freelance contract should be agreed before the deposit is paid, because the deposit is the first thing it needs to make non-refundable. One point most clients do not know: copyright in commissioned work stays with the freelancer unless it is assigned in writing, in both the UK and the US. The assignment clause this generator writes is conditional on full payment, so unpaid work stays yours - the only leverage a freelancer reliably has. It also lists deliverables, exclusions and the number of revision rounds, sets a deposit, milestones and late-payment terms, keeps your portfolio rights and covers cancellation and kill fees. It suits designers, developers, writers, photographers and consultants. Everything is assembled on your device.

How to use this tool

  1. Enter both partiesAdd your name or trading name, your address and the client’s name or company.
  2. Define the workList the deliverables, what is excluded and how many revision rounds the fee covers.
  3. Set payment and ownershipChoose the deposit, milestones and late-payment terms, then download and send it for signature.

The clauses that prevent most freelance disputes

Most freelance disputes come from three gaps: an unclear scope, no limit on revisions and payment terms that leave the freelancer carrying the risk. A contract that lists the deliverables, says how many rounds of changes are included, and ties payments to milestones or a deposit removes the usual arguments before the work starts.

Ownership is the other point to settle early. A common approach is that the client owns the final deliverables once paid in full, while the freelancer keeps the right to show the work in a portfolio and keeps ownership of their own tools, templates and pre-existing material.

Key features

  • Lists deliverables, exclusions and the number of revision rounds included.
  • Sets a deposit, milestone payments and late-payment terms.
  • Transfers ownership on full payment while keeping portfolio rights.
  • Covers cancellation, kill fees and what happens to work in progress.

Common uses

  • A designer, developer or writer starting work with a new client.
  • A consultant agreeing a fixed-fee project.
  • Replacing an email thread of agreed terms with one signed document.
  • A small agency subcontracting part of a project.

Tips for better results

  • Get the contract signed and the deposit paid before you start any work.
  • Pair it with an NDA when the client shares confidential material.
  • Number revision rounds explicitly, and price extra rounds in the contract.

Mistakes to avoid

  • Promising unlimited revisions, which turns a fixed price into an hourly rate of zero.
  • Assigning copyright before you have been paid in full.
  • Starting work on the strength of an email thread instead of one signed document.

Frequently asked questions

For new clients and fixed-fee projects, a 25-50% deposit is common. It confirms commitment and covers early work if the project is cancelled.

A payment owed if the client cancels part-way through, usually a percentage of the remaining fee or payment for work done so far. Agreeing it in advance avoids arguing about it later.

No - a well-drafted contract describes an independent business relationship. But how the work is actually done matters too; tax authorities look at control, hours and exclusivity, not just the contract title.

No. It assembles a draft from standard clauses, and every page says so above the preview. In the UK a freelancer can charge statutory interest plus a fixed recovery fee on a late commercial invoice. Almost none do, because their contract never mentioned it.

Broadly, designers, developers, writers, photographers and consultants working project to project. The best time to do it is before the deposit, because the deposit is the first thing the contract has to make non-refundable.

Promising unlimited revisions. It converts a fixed-price project into an hourly one at zero an hour, and it is the single most common reason a profitable quote turns into a loss.

Most people need NDA and Terms and Conditions as well. They cover the gaps this one does not.

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