What to check before you sign a freelance contract

Freelance agreements and statements of work usually arrive from the client's side, and the details that decide whether the project is profitable are rarely the ones you negotiate. These are the clauses worth reading closely.

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Seven clauses that decide whether the project pays

How wide the IP assignment goes

An assignment covering "all materials used or created" can sweep in the templates, code libraries, and tooling you built before this client existed and reuse on every project.

What to ask: Ask to assign only the deliverables created for this project, and to keep ownership of your pre-existing materials, granting the client a licence to use them within the deliverable.

Payment terms and late fees

Net 60 or Net 90, combined with "payment upon client approval" where approval is never defined, means you can work for months with no enforceable right to be paid.

What to ask: Ask for Net 15 to 30, a deposit up front, milestone payments, and a clause deeming work accepted if the client does not respond within a set number of business days. Add interest on late payment.

Unlimited revisions

"Revisions until the client is satisfied" has no end point. Satisfaction is subjective, so the clause has no natural stopping place and your effective hourly rate falls with every round.

What to ask: Ask for a fixed number of revision rounds, with any further rounds billed at your hourly rate.

Scope creep written into the SOW

Vague deliverables, or a catch-all like "and related tasks as required", let the work grow without the budget growing with it.

What to ask: Ask for deliverables listed precisely, including formats and quantities, plus a written change-order process with agreed pricing.

No kill fee

If the client cancels halfway through, the contract often says nothing about what you are owed. Silence usually resolves in their favour, and a booked-out month disappears.

What to ask: Ask for payment covering work completed plus a cancellation fee, and confirm the deposit is non-refundable.

Non-compete and exclusivity

A broad clause can stop you taking work from anyone in the client's industry, sometimes for a period after the project ends — which for a specialist can mean most of your market.

What to ask: Ask to narrow it to named competitors, for a short period, and only while the engagement is running.

Who pays for expenses

Software licences, stock assets, travel, and subcontractors add up. If the contract is silent, you absorb them out of the project fee.

What to ask: Ask for pre-approved expenses reimbursed at cost within a set period, and make clear who buys any licences the work requires.

What a finding looks like

Example · Freelance agreement · General analysis

HIGH — You could sign away tools you use on every project

Contractor hereby irrevocably assigns to Client all right, title and interest in and to all works, materials and intellectual property used or created in connection with the Services.

"Used ... in connection with" reaches beyond what you made for this client and can capture the existing templates, code, and tooling you rely on elsewhere.

What to ask: Ask to assign only the deliverables created for this project, and to retain your pre-existing materials with a licence to the client to use them in the deliverable.

Upload the agreement or SOW they sent. AxiomRisk quotes the exact sentences that carry these risks and tells you what to ask for.

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This page is general information, not legal advice, and it does not create a lawyer-client relationship. Every contract and every jurisdiction differs — review anything that matters with a qualified lawyer before you sign.