Freelance Services Agreement
A services agreement written from the freelancer side: payment on defined acceptance, IP transferring on payment, and MSMED payment timelines referenced.
A freelance services agreement sets out what a freelancer will deliver, what the client pays and when, and who owns the finished work. Use one before starting any paid project, especially work involving code, design, writing or video.
What to watch when you use this
- IP transfers only on payment in full, which is the single most useful protection a freelancer can negotiate.
- The assignment specifies rights, term and territory, which Section 19(3) of the Copyright Act contemplates.
- Deemed acceptance replaces open-ended "client approval" as the payment trigger.
- Where the freelancer is Udyam-registered, the MSMED payment timeline applies regardless of a longer agreed term.
Stamping and registration. Stamp duty is a State subject, and an unstamped or insufficiently stamped instrument is generally inadmissible in evidence under Section 35 of the Indian Stamp Act, 1899 until the duty and penalty are paid. Registration requirements are separate and depend on the instrument and the State. Confirm both for your State before executing this document.
FREELANCE SERVICES AGREEMENT
This Agreement is made on [DATE] between:
[FREELANCER NAME], [ADDRESS], [Udyam Registration Number, if registered] ("Contractor"); and
[CLIENT NAME], [ADDRESS], [GSTIN] ("Client").
1. SERVICES
The Contractor will provide the services described in Schedule 1 ("Services"). Anything not described in Schedule 1 is outside scope and is dealt with under clause 4.
2. FEES AND PAYMENT
2.1 The fee is [AMOUNT], [inclusive / exclusive] of GST.
2.2 An advance of [PERCENTAGE]% is payable before work commences.
2.3 The balance is payable against the milestones in Schedule 2.
2.4 Invoices are payable within [NUMBER] days of the date of acceptance or deemed acceptance under clause 3. Where the Contractor is a micro or small enterprise registered under the Micro, Small and Medium Enterprises Development Act, 2006, payment timelines and interest under Sections 15 and 16 of that Act apply.
2.5 Tax will be deducted at source as required under applicable law. The Client will furnish the relevant certificate within [NUMBER] days of deduction.
3. ACCEPTANCE
3.1 The Client has [NUMBER] business days from delivery of a deliverable to either accept it or provide written comments identifying specific failures to meet Schedule 1.
3.2 If no written comments are received within that period, the deliverable is deemed accepted and the corresponding payment falls due.
4. CHANGES
Any work outside Schedule 1 is a change request. Change requests will be quoted and confirmed in writing before work proceeds.
5. REVISIONS
The fee includes [NUMBER] rounds of revision per deliverable, against the brief in Schedule 1. Further rounds are chargeable at [RATE].
6. INTELLECTUAL PROPERTY
6.1 The Contractor retains ownership of the Pre-Existing Materials listed in Schedule 3, and grants the Client a perpetual, worldwide, non-exclusive licence to use them as incorporated in the deliverables.
6.2 On receipt of payment in full, and not before, the Contractor assigns to the Client all copyright in the final deliverables, for the full term of copyright, throughout the world.
6.3 Concepts, drafts and materials not selected by the Client remain the property of the Contractor.
6.4 The Contractor may display the deliverables in the Contractor's portfolio and identify the Client as a client, subject to clause 8.
7. CANCELLATION
If the Client cancels, the advance is non-refundable and the Contractor is entitled to payment for milestones completed and a pro-rata amount for the milestone in progress.
8. CONFIDENTIALITY
Each party will keep the other's confidential information confidential and use it only for this engagement. This does not apply to information that is public, already known, independently developed, lawfully received from a third party, or required to be disclosed by law.
9. RELATIONSHIP
The Contractor is an independent contractor. Nothing in this Agreement creates employment, partnership or agency. The Contractor controls the manner and method of performing the Services and may work for other clients.
10. LIABILITY
Neither party's aggregate liability under this Agreement exceeds the total fees payable, except for breach of confidentiality or infringement of third-party rights.
11. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of India. The courts at [CITY] shall have jurisdiction. [Optional: disputes shall be referred to arbitration by a sole arbitrator, seat at [CITY], under the Arbitration and Conciliation Act, 1996.]
Signed:
_______________________ _______________________
[CONTRACTOR] [CLIENT]
SCHEDULE 1: SERVICES AND DELIVERABLES
SCHEDULE 2: MILESTONES AND PAYMENTS
SCHEDULE 3: PRE-EXISTING MATERIALS
---
This free template is provided by ClauseAudit as general information, not legal advice, and using it does not create an advocate-client relationship. Replace every [BRACKETED] placeholder. Stamp duty and registration requirements vary by State and are your responsibility. Have the final document reviewed by a qualified advocate before use.When to use this template
- Before starting a project for a new client, whether one-off or ongoing.
- When the client's own contract is vague on scope, payment or ownership and you want to offer your own draft instead.
- When you are Udyam-registered as a micro or small enterprise and want the MSMED Act payment protections referred to in writing.
- When the work creates copyright material such as code, designs, content or video, where ownership has to be dealt with expressly.
How to fill it in
- Insert both parties' legal names and addresses, the client's GSTIN, and your Udyam Registration Number if you have one.
- Write Schedule 1 in specific terms: deliverables, formats, quantities and anything excluded. Vague scope is the most common cause of freelance disputes.
- Set the fee, advance percentage and milestones in Schedule 2, and state whether the fee is inclusive or exclusive of GST.
- Fill in the acceptance window in clause 3, the payment period in clause 2.4 and the number of included revisions in clause 5. If you are a micro or small enterprise, the agreed payment period cannot exceed 45 days from acceptance.
- List your pre-existing tools, code libraries, templates and fonts in Schedule 3 so they are licensed to the client, not assigned.
- Decide on disputes: courts alone, or arbitration. If you keep the arbitration option, provide for the arbitrator to be appointed jointly, not by one side alone.
- Pay stamp duty as your State requires for an agreement (many States offer e-stamping), then sign. Electronic signatures are generally valid for this kind of agreement. Keep the signed copy and the email trail.
Key clauses explained
- Fees and payment (clause 2)
- Ties payment to acceptance, provides an advance and refers to Sections 15 and 16 of the MSMED Act, 2006 for registered micro and small enterprises, which cap the agreed payment period and add interest on delay.
- Acceptance and deemed acceptance (clause 3)
- The client must accept or give specific written comments within a fixed window. Silence counts as acceptance, so payment cannot be held up by an open-ended "final approval".
- Changes and revisions (clauses 4 and 5)
- Work outside Schedule 1 needs a written quote, and only a set number of revision rounds is included. This stops scope creep and unlimited free revisions.
- Intellectual property on full payment (clause 6)
- Copyright in final deliverables passes only when the client pays in full. Pre-existing materials are licensed, unused concepts stay with the freelancer and portfolio use is permitted.
- Cancellation (clause 7)
- If the client cancels, the advance is kept and completed milestones plus a pro-rata share of work in progress are paid. This works as a kill fee.
- Independent relationship and liability cap (clauses 9 and 10)
- Records that the freelancer controls the method of work and may take other clients, and caps each side's liability at the total fees, except for confidentiality and third-party infringement.
Frequently asked questions
Who owns the work if the contract says nothing?
Under Section 17 of the Copyright Act, 1957, the author is generally the first owner of copyright. A freelancer is usually not an employee, so the employment exception does not apply, and the freelancer keeps copyright unless there is a written assignment under Section 19. A few categories, such as certain commissioned photographs and portraits, have special rules, so check whether your work falls into one.
Why does the assignment happen only on full payment?
Once copyright is assigned, your main leverage over an unpaid invoice is gone and you are left with a claim for money. Clause 6.2 keeps ownership with you until the client pays in full. This is one of the most useful protections a freelancer can negotiate, and most reasonable clients accept it once the payment terms are clear.
What does the MSMED Act do for me?
If you are a micro or small enterprise registered under the Micro, Small and Medium Enterprises Development Act, 2006, Section 15 requires the buyer to pay by the agreed date, which cannot be more than 45 days from acceptance. If no date is agreed, payment is due within 15 days of acceptance. Under Section 16, late payment carries compound interest with monthly rests at three times the bank rate notified by the Reserve Bank of India.
Where do I go if a client does not pay?
A registered micro or small supplier can refer a payment dispute to the Micro and Small Enterprises Facilitation Council of the relevant State, which first attempts conciliation and then arbitration. This is often quicker and cheaper than a civil suit. The timing of your Udyam registration relative to the contract can matter, so register early. Otherwise, the usual routes are a legal notice and a civil suit or arbitration.
Is "deemed acceptance" enforceable?
It is a contractual term both parties sign up to, and Indian courts generally give effect to clear commercial terms. Its value is practical: the client must either accept or give specific written comments within the window, and payment falls due if it stays silent. Keep delivery records, such as emails with files or links, so you can prove when the window started.
Do I need GST registration to use this agreement?
No. The agreement works whether or not you are registered. GST registration depends mainly on your turnover and the nature of your supplies. Fill clause 2.1 to reflect your actual position, and do not charge GST on an invoice unless you are registered. A chartered accountant can confirm whether registration is required in your case.
Been handed the other side's version instead?
Upload it and get every clause checked against Indian law, with the provision each finding rests on.
Review a freelance & consultant contractRead before you sign
- Udyam Registered? Your Client Has 45 Days to Pay YouSections 15 and 16 of the MSMED Act set a payment deadline and compound interest on delay for registered micro and small suppliers.
- Should You Register on Udyam? What It Gets an Indian FreelancerUdyam registration is what brings a freelancer inside the MSMED payment protections. Here is what it does and does not give you.
- You Own Your Work Until You Sign It AwayUnder Indian copyright law an independent contractor is usually the first owner of what they create. Paying an invoice does not transfer it.
- Why Your IP Assignment May Expire After Five YearsSection 19 of the Copyright Act sets formalities for assignment, including a five-year default where no term is stated.
Related templates
This free template is general information about Indian law as at 2026-10-10, not legal advice, and using it does not create an advocate–client relationship. Replace every bracketed placeholder and have the final document reviewed by a qualified advocate before use.