Freelance Contract Review: Is Your Client Contract Fair?

Check who owns the work and when ownership passes (ideally only once you are paid); when and how you get paid, including late-payment terms; what happens if the client cancels, such as a kill fee; how many revisions are included; any uncapped liability or indemnity; and whether a non-solicit or non-compete limits other clients.

No, not automatically. For independent contractors, "work made for hire" under the US Copyright Act only transfers ownership for specific categories and only with a signed written agreement. Without the right language, you may keep more rights than the contract assumes. We map exactly who owns what.

A kill fee is compensation you receive if the client cancels the project partway through. Without one, a client can walk away and leave your time unpaid. We flag missing kill fees and one-sided cancellation terms.

If payment is tied to vague, subjective "approval" or "satisfaction," yes, that’s how freelancers get squeezed. We surface payment-on-approval clauses, unlimited-revision terms, and other ways your invoice can be held hostage.

Contracts that control how, when, and where you work can create IRS 1099 misclassification risk for both sides. We flag terms that look more like employment than an independent engagement.

The label in the contract does not decide it. Tests used by tax authorities and courts look at who controls how the work is done, whether you work for others, and who supplies the tools. The report flags terms that look like employee-style control, such as fixed hours or exclusivity, so you can raise them.

Only if the contract lets them. Payment tied to subjective approval with no deadline or objective criteria gives the client that room. The report flags approval-based payment and suggests acceptance criteria and a deemed-approval period.

Either works if the terms are fair. Many freelancers send their own terms for smaller clients and review the client’s paper for larger ones. Upload whichever you are being asked to sign.

It is common and reasonable to ask that ownership passes only on full payment, with a licence to use drafts in the meantime. It protects you if an invoice is never paid, and most clients accept it.

Kill fees are often expressed as a percentage of the project fee or as payment for work done plus a share of the remainder. The report flags a missing kill fee and suggests wording; what is reasonable depends on how much time you have reserved.