Freelance Service Agreement
Freelancers and clients entering a project-based engagement who need clear terms for scope, payment, deliverables, and intellectual property.
When to Use This Template
Use this agreement whenever you are hiring or working as a freelancer on a defined project. It covers the full lifecycle of a freelance engagement: what gets built, how payment works, who owns the work, and what happens if things go sideways. This template is designed to be fair to both the freelancer and the client, with clear protections for each side.
Key Clauses Explained
Scope of Work -- This is the most important section. It defines exactly what the freelancer will deliver. Vague scopes lead to disputes. Be specific about deliverables, formats, and what is explicitly excluded.
Payment Terms (50/50) -- The client pays 50% upfront before work begins and 50% upon delivery. This protects the freelancer from non-payment and the client from paying in full before seeing results. Late payments incur a 1.5% monthly fee.
Timeline -- Sets clear milestones and a final delivery date. Both parties agree that timelines depend on prompt feedback from the client. Delays caused by the client extend the timeline equally.
Revisions (2 Rounds) -- The client gets two rounds of revisions included in the project fee. Additional revisions are billed at the freelancer's hourly rate. This prevents unlimited scope creep while ensuring the client gets a polished result.
Intellectual Property -- The freelancer retains all IP rights until the client pays in full. Upon final payment, all rights transfer to the client. The freelancer retains the right to display the work in their portfolio unless otherwise agreed.
Kill Fee (25%) -- If the client cancels the project after work has begun, the freelancer keeps the deposit plus 25% of the remaining balance as a kill fee. This compensates the freelancer for turning down other work and the time already invested.
Confidentiality -- Both parties agree to keep project details confidential. This covers business information, technical details, and unpublished work shared during the engagement.
Indemnification (Capped) -- Each party indemnifies the other against claims arising from their own negligence or breach. Total liability is capped at the total project fee -- neither party can be sued for more than what the project is worth.
Termination (14 Days) -- Either party can terminate with 14 days written notice. The freelancer is paid for all work completed up to the termination date. The kill fee applies if the client terminates without cause.
Dispute Resolution -- Disputes are resolved first through good-faith negotiation, then mediation, and only then through binding arbitration. This keeps both parties out of expensive litigation.
Red Flags to Watch For
- No deposit required: If a client refuses to pay any amount upfront, that is a significant risk signal. The 50/50 structure protects both parties.
- Unlimited revisions: "We'll revise until you're happy" sounds generous but leads to months of unpaid rework. Always cap revision rounds.
- IP transfers before payment: Never agree to transfer intellectual property before you have been paid in full. Your work is your leverage.
- No kill fee or cancellation terms: Without a kill fee, the client can cancel after you have turned down other work and invested weeks of effort, leaving you with nothing.
- Uncapped liability: If the indemnification clause has no cap, you could theoretically be liable for millions on a $5,000 project. Always cap liability at the project fee.
- "Work for hire" language: In some jurisdictions, "work for hire" means the client owns everything from the moment of creation -- including your preliminary sketches, unused concepts, and process work. Negotiate for assignment-on-payment instead.
Templates are starting points. Your actual contract will have different terms.
Customize this template, then upload it to Clausely to catch issues a template can't predict.
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Freelance Service Agreement
Effective Date: [DATE]
Between:
Client: [CLIENT FULL NAME / COMPANY NAME], located at [CLIENT ADDRESS] ("Client")
Freelancer: [FREELANCER FULL NAME / BUSINESS NAME], located at [FREELANCER ADDRESS] ("Freelancer")
1. Scope of Work
The Freelancer agrees to provide the following services (the "Services"):
[DETAILED DESCRIPTION OF DELIVERABLES, INCLUDING FORMAT, QUANTITY, AND SPECIFICATIONS]
The following are expressly excluded from the scope of this project:
[LIST ANY EXCLUSIONS -- e.g., "Ongoing maintenance," "Third-party integrations not specified above," "Print-ready file preparation"]
Any work outside the scope defined above will require a separate written agreement or change order signed by both parties.
2. Payment Terms
The total project fee is $[AMOUNT] USD.
(a) Deposit. The Client shall pay 50% ($[DEPOSIT AMOUNT]) upon signing this Agreement. Work will not commence until the deposit is received.
(b) Final Payment. The remaining 50% ($[FINAL AMOUNT]) is due within [7] days of final delivery of the completed Services.
(c) Late Payment. Invoices not paid within [7] days of the due date will incur a late fee of 1.5% per month on the outstanding balance.
(d) Payment Method. Payments shall be made via [PAYMENT METHOD -- e.g., bank transfer, PayPal, Wise] to [PAYMENT DETAILS].
3. Timeline
| Milestone | Target Date |
|---|---|
| Project Kickoff | [DATE] |
| [MILESTONE 1 -- e.g., "First Draft Delivery"] | [DATE] |
| [MILESTONE 2 -- e.g., "Revision Round 1 Complete"] | [DATE] |
| Final Delivery | [DATE] |
Timelines are contingent upon the Client providing required materials, feedback, and approvals within [3] business days of each request. Delays caused by the Client will extend all subsequent deadlines by an equal number of days.
4. Revisions
The project fee includes two (2) rounds of revisions based on the initial deliverables. A "revision round" consists of a single consolidated set of feedback from the Client.
Additional revisions beyond the included rounds will be billed at $[HOURLY RATE] per hour, with an estimate provided before work begins.
5. Intellectual Property
(a) Before Full Payment. The Freelancer retains all rights, title, and interest in the work product, including all intellectual property rights, until the Client has paid the total project fee in full.
(b) Upon Full Payment. Upon receipt of full payment, the Freelancer assigns to the Client all rights, title, and interest in the final deliverables, including copyrights, trademarks, and other intellectual property rights.
(c) Portfolio Rights. The Freelancer retains the right to display the completed work in their portfolio, website, and marketing materials, unless the Client requests otherwise in writing and the parties agree to a portfolio exclusion fee of $[AMOUNT].
(d) Pre-Existing Materials. Any tools, frameworks, code libraries, or materials owned by the Freelancer prior to this engagement ("Pre-Existing Materials") remain the property of the Freelancer. The Client receives a perpetual, non-exclusive license to use any Pre-Existing Materials incorporated into the deliverables.
6. Kill Fee
If the Client terminates this Agreement after work has commenced for any reason other than the Freelancer's material breach:
(a) The Client forfeits the deposit; and
(b) The Client shall pay a kill fee equal to 25% of the remaining unpaid balance within [14] days of termination.
7. Confidentiality
Each party agrees to keep confidential all non-public information received from the other party in connection with this project. This includes business strategies, technical specifications, customer data, financial information, and unpublished work product. This obligation survives termination of this Agreement for a period of two (2) years.
8. Indemnification
Each party agrees to indemnify and hold harmless the other party from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from the indemnifying party's breach of this Agreement or negligent acts.
Liability Cap. In no event shall either party's total liability under this Agreement exceed the total project fee of $[AMOUNT].
9. Termination
(a) By Either Party. Either party may terminate this Agreement by providing fourteen (14) days written notice to the other party.
(b) Effect of Termination. Upon termination, the Client shall pay the Freelancer for all Services completed and approved up to the date of termination. If the Client terminates without cause, the Kill Fee (Section 6) applies. If the Freelancer terminates without cause, the Freelancer shall refund any prepaid fees for Services not yet delivered.
(c) For Cause. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure the breach within [7] days of written notice.
10. Dispute Resolution
(a) Negotiation. The parties shall first attempt to resolve any dispute through good-faith negotiation for a period of [30] days.
(b) Mediation. If negotiation fails, the parties agree to submit the dispute to mediation administered by [MEDIATION PROVIDER OR "a mutually agreed mediator"] in [CITY, STATE].
(c) Arbitration. If mediation fails, the dispute shall be resolved by binding arbitration under the rules of [ARBITRATION BODY -- e.g., "the American Arbitration Association"] in [CITY, STATE]. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.
11. General Provisions
(a) Governing Law. This Agreement shall be governed by the laws of the State of [STATE].
(b) Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, negotiations, and agreements.
(c) Amendments. Modifications to this Agreement must be in writing and signed by both parties.
(d) Severability. If any provision is found unenforceable, the remaining provisions remain in full effect.
(e) Independent Contractor. The Freelancer is an independent contractor, not an employee of the Client.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Client
Signature: __________________
Name: [CLIENT NAME]
Title: [TITLE]
Date: [DATE]
Freelancer
Signature: __________________
Name: [FREELANCER NAME]
Title: [TITLE]
Date: [DATE]
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