Freelance Contracts Explained: Section by Section
A freelance contract has nine sections. Master them and you'll never sign a bad gig again.
Parties
You as contractor (not employee). If working through an LLC, sign in the LLC's name for liability protection.
Scope of Work
The single most important section. "Build a website" isn't scope. "Build a 5-page responsive website with contact form, assuming client provides all copy and images" is scope.
Deliverables and Acceptance
Each deliverable needs a clear acceptance criterion and a deadline for client feedback. Without "deemed accepted after X days," you'll chase sign-off forever.
Payment Terms
Deposit (25-50%), milestone schedule, net-15 or net-30 invoicing, late fees, expense reimbursement. Always get a deposit.
IP and Licenses
Ownership transfers on payment. Reserve portfolio rights. Specify any third-party assets you're licensing and passing through.
Confidentiality
Mutual is ideal. At minimum, carve out your general know-how so you can do similar work for other clients.
Termination
For cause (uncured material breach) and for convenience (with notice and kill fee). Both require payment for work completed.
Indemnification
Both sides indemnify for their own IP and conduct. Cap total liability at fees paid — never uncapped.
Boilerplate
Choice of law, independent contractor status. The governing state matters if you ever need to enforce.
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Decode My LeaseFrequently asked questions
Do I need a separate SOW?
Yes — negotiate legal terms once in an MSA, then a short SOW per project.