The key clauses freelancers and contractors should check before signing a client contract: payment, scope, IP, liability, and termination.
Most freelancers focus on the rate and start date and skip the rest. But the small print decides who owns the work you create, how quickly you get paid, what happens if the scope creeps, and how much you can be sued for. Thirty minutes understanding the contract before you sign is much cheaper than resolving a dispute later.
Check when payment is due — net 30 days is common but some clients insert net 60 or 90. Confirm any milestone schedule, what triggers your right to invoice, and whether late-payment interest is addressed. If the contract is silent on interest, the Late Payment of Commercial Debts (Interest) Act 1998 implies a statutory rate automatically for business-to-business contracts, so you are not without remedy.
The statement of work defines what you must do for the fee. Vague language (‘and such other tasks as reasonably requested’) is a common source of disputes. Look for a clear deliverables list, a defined number of revision rounds, and a change-control mechanism for extra requests. Without one, you may be obliged to do materially more work for the same price.
Under the Copyright, Designs and Patents Act 1988, the creator is first owner unless they are an employee or have signed an assignment. Many client contracts assign all rights in the deliverables on payment. That may be reasonable, but check whether it sweeps in your pre-existing tools, templates, or background IP, and whether it is limited to the deliverables. If you want to use the work in your portfolio, check for a portfolio licence.
Limitation-of-liability clauses cap what a client can recover if something goes wrong — check the cap amount and any exclusions. Indemnities for IP infringement or gross negligence are sometimes carved out of the cap, leaving unlimited exposure. Mutual caps are reasonable; one-sided indemnities that only protect the client are worth negotiating.
Check the notice each party must give and what you are paid for work done but not yet invoiced at termination. Some contracts include non-solicitation or non-compete clauses restricting who you can work with afterwards. For self-employed contractors these are enforceable only so far as they protect a legitimate business interest and go no further than reasonably necessary.
Yes, and many experienced freelancers do — your own contract can protect your interests rather than the client’s. Whether the client accepts it depends on your bargaining position. If you sign theirs, negotiating the key clauses (especially IP and liability) is usually more productive than refusing to engage.
No. The Counsel is an AI tool that provides legal information — it is not a law firm and does not act as your representative. It can identify the clauses that carry risk, explain them in plain English, and flag the points worth negotiating. For a high-value engagement, a solicitor can review and mark up the document on your behalf.
That is a negotiating position, not a legal reality. Most commercial clients have some flexibility, particularly on liability caps, background-IP carve-outs, and payment terms. Identify your two or three most important changes and request those specifically rather than a wholesale redraft.
The Counsel is an AI tool for England & Wales. It provides legal information, not legal advice, and does not replace a regulated solicitor. For anything high-value or contested, take advice before you act.
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