Section 1
Deliverables & Acceptance
Define exactly what 'done' looks like. Specify file formats, revision rounds, and acceptance criteria to avoid endless revisions.
US (General)
Freelance Agreement
A professional starting-point template for project-based freelance work. Covers deliverables, revision rounds, payment milestones, IP transfer, and kill fee protection.
Template is a starting point. The contract you're asked to sign may differ. Check your actual contract →
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Freelance Agreement
This Freelance Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:
Client: [CLIENT NAME], a [STATE] [ENTITY TYPE] with its principal place of business at [CLIENT ADDRESS] ("Client")
Freelancer: [FREELANCER NAME], an individual residing at [FREELANCER ADDRESS] ("Freelancer")
1. Deliverables & Scope
Freelancer shall deliver the work product described in Exhibit A ("Deliverables"). Deliverables include: - [LIST SPECIFIC DELIVERABLES WITH FILE FORMATS] - [NUMBER] rounds of revisions included in base fee - Additional revisions billed at $[HOURLY RATE]/hr
Acceptance Criteria: Client shall review Deliverables within 5 business days. Deliverables deemed accepted if no written objections within review period.
2. Revision Process
- Included Revisions: [2] rounds of consolidated feedback
- Revision Scope: Minor adjustments only (color, copy, layout tweaks)
- Scope Changes: New features, additional pages, or structural changes = new project scope
- Additional Revisions: Billed at $[HOURLY RATE]/hr, minimum 1 hour
3. Compensation & Payment Schedule
Total Project Fee: $[AMOUNT]
Payment Milestones: 1. Deposit: $[AMOUNT] ([25-50]%) due upon signing — work begins after receipt 2. Milestone 1: $[AMOUNT] due upon [DELIVERABLE/MILESTONE] 3. Milestone 2: $[AMOUNT] due upon [DELIVERABLE/MILESTONE] 4. Final Payment: $[AMOUNT] due before final file delivery
Late Payments: 1.5%/month interest (or max legal rate). Freelancer may pause work on overdue invoices.
4. Kill Fee / Cancellation
If Client cancels after work begins: - Non-refundable deposit retained by Freelancer - Work completed to date billed at hourly rate $[HOURLY RATE] - Total owed = deposit + (hours worked × hourly rate) - deposit already paid - Client receives license to work completed only upon full payment
5. Intellectual Property
Copyright: Freelancer retains copyright until full payment received.
Upon Full Payment: Client receives full, exclusive, worldwide copyright in Deliverables.
Pre-Existing Assets: Freelancer retains all rights to pre-existing templates, frameworks, stock assets, and tools. Client receives license to use as incorporated in Deliverables.
Stock/Third-Party Assets: Client responsible for licensing any stock photos, fonts, or third-party assets specified by Client.
6. Portfolio & Attribution
Freelancer may: - Display Deliverables in portfolio/website/social media - Describe project in case studies (redacting confidential data) - Exception: Client may request confidentiality for specific projects (must notify in writing)
7. Confidentiality
Both Parties keep confidential: business plans, customer data, trade secrets, unpublished work. Survives 2 years after project completion.
8. Termination
By Client: Kill fee applies (Section 4).
By Freelancer: 10 days written notice if Client: - Fails to pay within 10 days of due date - Fails to provide necessary materials/feedback - Requests work outside scope without agreement
Effect: Freelancer delivers work-in-progress. Client pays for work completed.
9. Limitation of Liability
CAP: Freelancer's liability limited to total fees paid by Client.
EXCLUDED: No liability for indirect, consequential, or lost profit damages.
EXCEPTIONS: IP infringement, confidentiality breach, willful misconduct.
10. General
Governing Law: [STATE] Disputes: Negotiation → Mediation → Arbitration in [CITY, STATE] Independent Contractor: Freelancer is not an employee. Entire Agreement: This Agreement + Exhibits = complete understanding.
Signatures
CLIENT By: ____ Date: __
FREELANCER By: ____ Date: __
Exhibit A: Deliverables & Specifications
[DETAILED LIST OF DELIVERABLES, FILE FORMATS, SPECIFICATIONS]
Exhibit B: Project Timeline
[MILESTONES WITH DATES]
Key Clauses — What to Watch
These clauses often contain terms that favor the other party. Review carefully before signing.
Section 2
Revision Rounds
Limit included revisions (e.g., 2 rounds). Additional revisions should be billable at your hourly rate.
Section 3
Payment Milestones
Tie payments to milestones, not dates. Include deposit (25-50%) upfront. Final payment before final file delivery.
Section 4
Kill Fee
If client cancels mid-project, you keep deposit + pay for work completed. Essential protection.
Section 5
Intellectual Property
IP transfers upon FULL payment only. Until then, you retain copyright. Client gets license only after payment.
Section 6
Portfolio Rights
Retain right to showcase work in portfolio (with client approval for confidential projects).
Section 7
Late Payment
Interest on overdue amounts + right to pause work until paid. Don't work for free.
Did the client send you their own version instead?
This template is a starting point. The contract from the other party may have different terms — broader liability, weaker IP protection, unfavorable termination, or hidden fees.
Upload Client's Contract →Frequently Asked Questions
How many revision rounds should I include?
Standard is 2-3 rounds included in the base price. Additional rounds billed at your hourly rate. Define what counts as a 'round' (e.g., one consolidated feedback cycle).
What is a kill fee and why do I need it?
A kill fee compensates you if the client cancels the project after you've started work. Typically: non-refundable deposit (25-50%) + payment for all work completed to date. Without it, you bear all risk of client cancellation.
When does the client get copyright?
Only upon FULL payment. Until final payment clears, you retain copyright and the client has only a limited license. This is your primary leverage for getting paid.
Can I use this for ongoing retainer work?
This template is designed for project-based engagements. For ongoing retainers, you need a different structure: monthly fee, scope cap, rollover terms, and termination notice periods.
Modifying this template or signing a draft from the other party?
Don't sign blind. Workmatic checks important contract risks before you sign.
Upload Contract for AnalysisDisclaimer: Templates and analysis are provided for general informational purposes and do not constitute legal advice. Laws and requirements vary by jurisdiction. Consult a qualified attorney for your specific situation.