5 Clauses to Never Sign in a Freelance Contract

Freelance contracts are almost always drafted by clients, for clients. The standard template from a large company's legal team is designed to protect the company, not you. Here are the five clauses that cause freelancers the most problems.

1. Unlimited liability

This clause makes you financially responsible for every consequence of your work, with no upper limit. A freelance copywriter who writes a blog post that accidentally infringes copyright could theoretically face a damages claim far exceeding their fee.

What to do: Insist on a liability cap equal to the total fees paid, or your professional indemnity insurance limit. This is entirely standard and reasonable.

2. Broad IP assignment

"Underlying materials, tools, frameworks and methods" is the dangerous part. This goes beyond the deliverable and grabs the tools you use to create everything — potentially including your templates, code libraries, and methodologies you use with other clients.

What to do: Limit the assignment to the specific deliverables only. Keep a licence back for any pre-existing tools or frameworks you use.

3. Kill fee with conditions

The "provided" clause is the problem. Clients who want to cancel without paying can often find some minor technical breach to justify withholding the kill fee. Vague obligations in the contract ("deliver work to a professional standard") make this easy to exploit.

What to do: Make kill fee provisions unconditional and tied to specific milestones. 50% kill fee for cancellation after project start is a more standard position.

4. Unilateral change rights

"Reasonable changes without additional charge" is how scope creep becomes free work. If the client defines what's reasonable, everything is reasonable.

What to do: Remove this clause entirely. Use a clear change order process — any change to scope requires a written amendment and additional fee.

5. 60-day+ payment terms

90-day payment terms are standard in some industries, but they're brutal for sole traders and small freelancers with no credit line. "Approval" makes it worse — approval is in the client's control.

What to do: Counter with 30-day payment from invoice date (not approval), 50% upfront deposit, and your statutory right to charge interest under the Late Payment of Commercial Debts Act 1998.