Freelance service agreement: what it has to spell out
The nine things every freelance service agreement should cover, what some US states and cities require in writing, and the traps in each clause.
A freelance service agreement should address nine things: the parties, scope, timeline, fee and payment, revision rounds, change pricing, ownership, confidentiality and termination. New York State, California, Illinois and Los Angeles also set a written-contract minimum for many freelance deals. That minimum is a floor, so cover all nine anyway.
When do you need one?
Put any paid project with a business client in a written agreement, even a two-week job. A short job can run on a one-page agreement. An email can work too, if it holds everything your local law requires and meets any signature rule. California's law requires the client to give you a signed copy. Illinois's labor department says an email or text can be a contract if it describes the goods or services and both sides agreed to it. If the client will own your copyright, put the transfer in a written agreement that you sign.
For a repeat client, you can sign one agreement with the standing terms and a short statement of work per project. Together they should cover all nine points. If you'll work inside a client's team for months, on its schedule, ask a lawyer whether you're really a contractor.
What nine things should it spell out?
A freelance service agreement should address the nine clauses below, and each one has a common trap.
| Clause | What to write | Common trap |
|---|---|---|
| 1. Parties | Each side's full legal name, entity type and mailing address, and who signs | Using a brand or a first name, so it's unclear which company owes you |
| 2. Scope and deliverables | An itemized list: each deliverable, its format and quantity, and what's out of scope | "Website design and related tasks," so every new request looks included |
| 3. Timeline | A start date, a date for each deliverable, and the client's dates for feedback and materials | Your dates are fixed but theirs aren't, so their delay becomes your late delivery |
| 4. Fees and payment | The fee or rate, any deposit, when you invoice, days to pay from the invoice date, a late fee, and the date your invoice must reach them | Payment due "on approval," with no limit on how long approval can take |
| 5. Revision rounds | How many rounds each deliverable includes, what counts as a round, and how fast comments must arrive | "Revisions until the client is satisfied," or rounds that are never defined |
| 6. How changes are priced | A written change order with price and dates, approved before extra work starts | Saying yes on a call and invoicing later, when the client thinks it was included |
| 7. IP and license | What the client gets (ownership or a license) and when: on full payment. What you keep: your own tools and templates | Handing over "all work product" at signing, including tools you use for every client |
| 8. Confidentiality | What counts as confidential, a set period for ordinary information, trade secrets protected while they stay secret, and the usual exceptions | Every project detail secret forever, ordinary information and trade secrets alike |
| 9. Termination | The notice period, payment for work done to date, and what happens to the deposit and to unpaid work | The client can end it at any time and owes nothing for work in progress |
Agree portfolio use separately.
Does the law say what it must include?
Several US states and cities require covered freelance contracts to contain set information. The table covers four places; other cities have their own rules, so check yours.
| Where, and from when | When it must be in writing | What it must include, at least | Who keeps it |
|---|---|---|---|
| New York State | $800 or more from one client, alone or added up over 120 days | Both sides' names and mailing addresses; itemized services, their value, and the rate and method of pay; the pay date or how it's set; the date by which you must submit a list of services | Each side keeps a copy; the client keeps it at least 6 years |
| California, contracts entered into from January 1, 2025 | $250 or more for professional services, as the law defines them, alone or added up with recent contracts with the same client | The state Senate committee's summary: itemized services, their value, and the rate and method of pay, among other details | The client gives you a signed copy and keeps the contract at least 4 years |
| Illinois, contracts signed after July 1, 2024 | $500 or more in a 120-day period | The labor department's summary: both sides' names and contact details; itemized products and services; the rate and method of pay; the pay date; the dates of the services | Not stated in the department's guidance |
| Los Angeles, contracts from July 1, 2023 | Work done in the city, $600 or more from one business in a calendar year | Both sides' names, mailing addresses, phone numbers and, if available, emails; itemized services, their value, and the rate and method of pay; the pay date or how it's set | Both sides keep records at least 4 years |
California's law covers only professional services as the law defines them, such as graphic design, not every kind of freelance work. Some of these laws, such as New York State's and Los Angeles's, cover only a person or a one-person business. Illinois's covers work done in Illinois or for an Illinois business. For contracts from January 1, 2025, the Los Angeles ordinance applies only to work state law doesn't cover. Each law also excludes some workers and clients; for those, and for when pay is due if the contract is silent, see How to push back on Net-60 payment terms.
Ask for the written contract before you start.
Don't expect the legal lists to cover revisions, change pricing, ownership, confidentiality or termination. Write the contract from the nine-point table.
What will the client push for?
Three requests come up often from the client's side, each with a reason and a middle you can offer. If they arrive as edits to your draft, see Your client redlined your contract.
| They ask for | Why they want it | A middle you can offer |
|---|---|---|
| Every right in the work, outright, from the moment it's created | They don't want to ask your permission later | Ownership of the final deliverables once paid for, and a license to your tools inside them; drafts stay yours |
| Unlimited revisions | They're paying a fixed fee and fear a result they can't use | Two or three defined rounds, free fixes for anything that misses the agreed brief, and an hourly rate after that |
| The right to end the contract at any time | Plans and budgets change | Written notice, payment for work done to date, and a deposit you keep against that work |
What do the key clauses look like?
The fictional clauses below fit a fixed-fee design project; bracketed figures are examples.
Payment, with a deposit and a firm due date:
“Fees and payment. Client will pay a fixed fee of $[4,800] for the Deliverables listed in Schedule A. Freelancer will invoice [40%] of the fee on signing and the balance on delivery of the final files, sending each invoice to [billing email]. Client will pay each invoice within [15] days of the invoice date. Client's internal payment runs do not extend this deadline; if no run falls before the due date, Client will pay that invoice separately.”
Revision rounds, defined and priced:
“Revisions. The fee includes [two] rounds of revisions for each Deliverable. A round is one set of written comments from Client, sent together within [5] business days of delivery. Corrections needed because a Deliverable doesn't match Schedule A are not a round. Further rounds are billed at $[95] per hour and start only after Client approves Freelancer's written estimate and any change to the delivery dates.”
Ownership that passes on full payment:
“Ownership. Freelancer keeps ownership of its pre-existing materials, tools and templates. When Client has paid all fees for a Deliverable, Freelancer assigns to Client all rights in that final Deliverable, and grants Client a non-exclusive, perpetual license to use any pre-existing materials included in it. Before that payment, Client may use the Deliverable only to review it. Freelancer may show the final Deliverables in its portfolio once Client has made them public.”
What mistakes are common?
- Treating the legal minimum as the contract. It's a floor for getting paid, so add your own terms on revisions and ownership.
- Reusing a template from other work. A software IP clause may not fit a photo shoot, and an old template can miss items your state now requires.
- Letting a payment run set the date. A client's internal payment schedule doesn't extend the due date in your contract, or one set by law.
What should you check before you send it?
- Both legal names, entity types and addresses are right.
- Every deliverable and exclusion is listed.
- Each delivery date has a matching client feedback date.
- The fee, deposit and days to pay are stated, plus any date your invoice must reach them.
- Revision rounds and change orders are defined, with a price for extra work.
- Ownership passes on full payment, and you keep your own tools.
- Portfolio use is agreed, and confidentiality has a set period for ordinary information.
- Termination pays you for work done to date.
When should you get a lawyer?
Get a lawyer before you sign when:
- The fee is large for your business, such as several months of revenue.
- The client wants to own something you'll reuse, such as code or a method, or asks for a non-compete or exclusivity.
- The contract adds an indemnity, or removes the cap on your liability.
- The client is in another country, or the contract uses a law you don't know.
- You'll work like an employee: full-time, on their schedule, for months.
When does a template stop being enough?
For routine, low-risk work on a template that fits it, this checklist may be enough. They start to slip when clients sit in different states and your template has to keep up with each one's rules. They also slip when clients send their own paper, or when you write many small contracts a month. Past that point, it's worth having a tool do the first draft and the first read.
DealMate is an AI contract assistant that takes a deal from first draft to final: describe the deal in a sentence and get a draft built from your templates and clauses; when they send their template, review it from your side and see what's risky; when their redlines come back, compare the versions and see every change and the risk it carries.
Sources
- New York General Business Law § 1412: Written contracts — New York State Senate
- New York General Business Law § 1410: Definitions — New York State Senate
- 2023-24 Legislative Summaries (SB 988, Freelance Worker Protection Act, p. 128) — California Senate Judiciary Committee
- Freelance Worker Protection Act: FAQs — Illinois Department of Labor
- Rules and Procedures Implementing the Freelance Worker Protections Ordinance (published October 20, 2025) — City of Los Angeles Office of Wage Standards
This is general information, not legal advice. For high-stakes or unusual terms, talk to a lawyer.
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