What goes in a freelance or contractor agreement?

Mostly the name. A freelancer agreement and an independent contractor agreement both describe a person or small business doing work for a client without becoming their employee.

The naming tends to follow the market:

• UK. "Freelance contract" or "contract for services" is common for creative work.
• US. "Independent contractor agreement" is the usual term, and it is what most US clients send.
• Professional advice. "Consulting agreement" when the work is advice or expertise rather than a deliverable.

The structure underneath is similar: who, what, when, how much, who owns the result, and how it ends.

A quick way to pick:

• One project with a clear deliverable. Freelancer agreement, or a statement of work under an existing services agreement.
• Ongoing capacity each month. Retainer.
• A US client hiring a contractor. Independent contractor agreement.
• Advice, strategy or audits. Consulting agreement.
• You are passing part of a client job to someone else. Subcontractor agreement, which usually mirrors the terms in your own client contract.
• A website. Website build, which adds hosting, handover and launch.
• Photography or content. Photo licence or influencer agreement, where usage rights do most of the work.

Studios that both hire freelancers and work for clients often end up with three documents on one project: a services agreement with the client, a statement of work for the job, and a subcontractor agreement with each freelancer. The terms that matter most to line up are dates, ownership and confidentiality. If the studio promises the client full ownership, it usually needs the same from each freelancer, otherwise it is promising something it does not have.

A short list to settle with the client first:

1. Deliverables. A numbered list, with what is excluded.
2. Revisions. How many rounds, and what a round is.
3. Timeline. Start date, milestones, delivery date, and what the client supplies to keep it on track.
4. Fee and model. Fixed, day rate or retainer. Expenses included or billed.
5. Payment schedule. Deposit, stages, days to pay.
6. Ownership. Assignment of all rights, or a licence for named uses.
7. Portfolio use. Whether the freelancer can show the work, and when.
8. Cancellation. Notice, and what is paid for work done. A kill fee if relevant.
9. Governing law. Which law reads the contract. Usually the parties agree this; we do not recommend one.

Lex asks about the gaps it finds when you describe the job, so the draft comes back with these filled in.

Scope creep is rarely one big request. It is ten small ones, each reasonable on its own. The contract can make each one visible.

• Write deliverables as countable things. "Three homepage concepts", not "homepage design".
• Count revisions. "Two rounds of consolidated feedback per deliverable."
• Name the out-of-scope items. Copywriting, stock licences, hosting, translations.
• Set a change process. New work is quoted and added by a short written change, signed by both sides.

Example

Work not described in Schedule 1 is out of scope. The Freelancer will quote for any additional work in writing, and it will start only once the Client has accepted the quote in writing.

In Plain English: anything extra gets its own quote, and nothing extra starts until the quote is agreed.

The change process only works if it is used. A short written note ("Adding a fourth landing page, 600 GBP, delivered by 14 November") signed by both sides is enough for most jobs. Small studios often keep a running change log on the project, so the final invoice matches what the client actually asked for, and nobody has to reconstruct it from chat history.

Common patterns:

• Deposit and balance. 30 to 50% up front, the rest on delivery. Common for new clients.
• Milestones. Payment at each stage, such as concepts, build and launch.
• Monthly in advance. For a retainer.
• Monthly in arrears. For day-rate work, from a timesheet.

Days to pay are usually 7, 14 or 30. Net 30, net 14, on receipt covers the shorthand and when the clock starts.

For business-to-business debts in the UK, statutory interest on late payment is set by order under the Late Payment of Commercial Debts (Interest) Act 1998, and gov.uk states the rate as 8% plus the Bank of England base rate (Late Payment of Commercial Debts (Interest) Act 1998, s.6; gov.uk guidance). US rules vary by state and are pending verification here.

A right to pause work if an invoice is overdue is common, and it is often more useful day to day than interest.

This is decided by the contract, and there are two main models:

• Assignment. The freelancer transfers ownership of the rights to the client. Usually tied to full payment, so ownership passes when the final invoice is paid. See the intellectual property assignment clause.
• Licence. The freelancer keeps ownership and gives the client permission to use the work in named ways, for a named period or territory. Common in photography and illustration.

Points worth writing down either way:

• Pre-existing material. Code libraries, templates, fonts or presets the freelancer already owned. These are usually licensed, not assigned.
• Third-party material. Stock images and fonts carry their own licences.
• Portfolio rights. Permission to show the work, sometimes after a launch date.

Example

On payment in full, the Freelancer assigns to the Client all rights in the Deliverables, except the Freelancer's pre-existing materials, which the Freelancer licenses to the Client for use as part of the Deliverables.

Most freelance and contractor agreements cap liability, commonly at the fees paid under the contract or a multiple of them. Clients sometimes ask for certain things to sit outside the cap, such as a breach of confidentiality or an IP indemnity.

There is a floor in England and Wales. Liability for death or personal injury caused by negligence cannot be excluded or restricted by a contract term, and other negligence liability can be limited only so far as the term is reasonable (Unfair Contract Terms Act 1977, s.2). The limitation of liability clause page has example wording.

Many freelancers also exclude indirect losses, such as lost profits, and ask for the cap to be mutual.

Three routes are common:

• Completion. The work is delivered, accepted and paid.
• Notice. Either side can end it on a set notice, often 7 to 30 days for project work.
• Breach. One side can end it straight away if the other seriously breaches and does not fix it within a set time.

What matters most is what happens to money and work at that point:

• Work done to date is paid, often pro rata or by milestone.
• A kill fee may apply if the client cancels.
• Ownership usually passes only for work that has been paid for.
• Confidentiality continues after the end.

In England and Wales, an action on a simple contract cannot be brought after six years from when the cause of action accrued (Limitation Act 1980, s.5), which is one reason to keep the signed copy. The termination clause page has more detail.

Employment and tax status are set by rules outside the contract, and they differ by country and by US state. The UK's off-payroll rules and US state tests are examples. We have not yet verified those rules against official sources, so this guide does not summarise them; they are pending verification.

What the contract can do is describe the working relationship accurately: who controls how the work is done, whether the freelancer can send someone else, who provides equipment, and how the freelancer is paid. A local adviser is the usual route for status questions.

Non-compete and other restraint clauses also vary by place, and this guide does not cover whether they hold.

Most freelance agreements are signed electronically.

In England and Wales, an electronic signature is admissible in evidence on any question about the authenticity or integrity of a communication or data (Electronic Communications Act 2000, s.7). In the US, the ESIGN Act says a contract may not be denied legal effect solely because it is in electronic form (15 U.S.C. 7001(a)).

On Contracts.io, describe the job in a sentence and Lex drafts the agreement. Share one link with the client. Both sides agree and sign the same version, and it is free for the client. Is an electronic signature legally binding? has the detail.