Overall balance: Favors Other Party
This contract concentrates risk on you while offering limited protection in return.
Plain English Summary
This Freelance Agreement is mostly standard but contains a very broad indemnification clause that puts you at significant financial risk. It also lacks a late payment fee provision, giving the client no incentive to pay on time. The IP transfer happens immediately upon creation rather than upon payment, which we recommend changing.
Red Flags Found (2)
You are agreeing to cover ALL legal costs for the client if they get sued related to your work, even if it's not your fault.
"The client gets sued for something unrelated, claims it was your work, and you owe $50k in legal fees."
Limit indemnification to 'gross negligence or willful misconduct' only.
There is no cap on how much you could be sued for.
"A small bug causes a data leak, and you are sued for millions, leading to personal bankruptcy."
Cap liability at the total amount paid under the contract (e.g. 12 months of fees).
• The client gets sued for something unrelated, claims it was your work, and you owe $50k in legal fees.
• A small bug causes a data leak, and you are sued for millions, leading to personal bankruptcy.
What's Working Well
Missing Protections
Late Payment Fee
Incentivizes client to pay on time (e.g. 1.5% per month).
Kill Fee
Ensures you get paid for booked time if the project is cancelled last minute.
- 1Can we cap my total liability to the contract value?
- 2Can we make the termination clause mutual with 30 days notice?
- 3Will you agree to transfer IP rights only AFTER full payment is received?
Termination for Convenience
Client can fire you anytime, but you can't quit without penalty.
Non-Compete
Prevents you from working with ANY other clients in this industry for 2 years.