What if the client wants to add their own contract?

Read it carefully — the standard "client paper" usually has one-sided IP transfer (the client owns even your tools), unlimited indemnification, and no liability cap. Push back on those three.

Is this enforceable without a lawyer review?

For projects under ~$10K, yes — courts respect commercially reasonable contracts. For larger engagements, paying a lawyer $300–500 to review is cheap insurance.

Should I include a non-compete?

Generally no — most states limit them, and they're overkill for freelance work. The NDA section provides enough protection for legitimate confidential info.

Freelance Service Agreement

Service agreement between a freelancer and a client — scope, payment, IP ownership, termination.

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FREELANCE SERVICE AGREEMENT

This Service Agreement ("Agreement") is made as of May 4, 2026 between:

  Freelancer: Jane Doe Design LLC
  Address: 789 Pine St, Portland, OR 97205

  Client: Acme Corp.
  Address: 123 Main St, San Francisco, CA 94103

1. ENGAGEMENT
Client engages Freelancer as an independent contractor to perform the services described in Section 2. Freelancer is not an employee, agent, or partner of Client.

2. SERVICES
Freelancer shall perform the following services (the "Services"):

Design and deliver a brand identity package: logo, color palette, typography system, and a 20-page brand guidelines document.

3. TERM
This Agreement begins on May 4, 2026 and continues until the Services are completed unless terminated earlier per Section 8.

4. COMPENSATION
Total fee: $5,000.00. Payment terms: 50% ($2,500.00) due upon execution; 50% ($2,500.00) due upon delivery and acceptance.

Late payments accrue interest at 1.5% per month or the maximum allowed by law, whichever is lower.

5. EXPENSES
Pre-approved expenses are reimbursable. Freelancer shall provide receipts for any expense over $100.

6. INTELLECTUAL PROPERTY
Upon receipt of full payment, all rights, title, and interest in the deliverables shall transfer to the Client. Freelancer retains the right to display the work in their portfolio.

7. CONFIDENTIALITY
Both parties shall hold in confidence any non-public information received from the other in connection with this Agreement, for a period of two years from termination.

8. TERMINATION
Either party may terminate this Agreement on 14 days' written notice. Client shall pay Freelancer for all work completed through the termination date plus reasonable wind-down expenses.

9. INDEPENDENT CONTRACTOR
Freelancer is an independent contractor, not an employee. Freelancer is responsible for their own taxes, insurance, and benefits. Nothing creates a partnership, joint venture, or employer-employee relationship.

10. WARRANTIES
Freelancer warrants the Services will be performed in a professional manner consistent with industry standards. Freelancer's total liability under this Agreement is capped at the total fees paid by Client.

11. GOVERNING LAW
This Agreement is governed by the laws of the State of California.

12. ENTIRE AGREEMENT
This Agreement is the entire understanding between the parties and may only be amended in writing signed by both.

FREELANCER                                  CLIENT

By: _____________________________     By: _____________________________
Name: Jane Doe Design LLC           Name: Acme Corp.
Title: ___________________________     Title: ___________________________
Date: ____________________________     Date: ____________________________

About this template

A solid freelance contract protects both sides — but more often saves the freelancer. Three clauses do most of the work: (1) Scope, written specifically enough that "out of scope" is obvious; (2) Payment terms with explicit late fees (1.5%/month is standard and legally enforceable in most states); (3) IP transfer on full payment, NOT on delivery — this is the leverage point if a client tries to ghost the final invoice. The "kill fee" or termination clause is often overlooked: 14 days notice with payment for completed work plus reasonable wind-down is the default that courts respect. Avoid the trap of agreeing to "unlimited revisions" — always cap at 2–3 rounds, with additional rounds billed hourly. A liability cap of "fees paid" is essential — without it, a $5,000 logo project can theoretically expose you to millions in damages if your client claims your work hurt their business.

When to use it

Any freelance project over a few hundred dollars or longer than a week.
When a client asks "do you have a contract?" — yes, even for repeat clients, on every new project.
Before starting any work involving brand assets, code, or content the client will publish.

What to include

Clear scope of work — the more specific, the easier to enforce.
Payment schedule with late fees (1.5%/month).
IP transfer on full payment (not on delivery).
Independent-contractor status — explicit, no ambiguity.
Termination notice (14 days standard) with payment for work done.
Liability cap (typically equal to fees paid).

Frequently asked

You can use a Master Services Agreement (MSA) once per client, then attach a one-page "Statement of Work" per project. Saves time and keeps terms consistent.

⚠ Legal disclaimer. This template is provided for informational purposes only and is not a substitute for legal advice from a qualified attorney. Always consult a licensed professional before using this document for any binding agreement.