Freelance contract template, in plain English

Free freelance contract template

Copy this into a document, replace every [bracket] with your details, and delete anything that doesn't apply. It's written for a freelancer working directly with a business client.

FREELANCE SERVICES AGREEMENT

Date: [date]

Between:
Freelancer: [your full name or business name], [address], [email]
("I", "me" or "the Freelancer")
Client: [client name or company], [address], [email]
("you" or "the Client")

1. THE WORK
I will provide these services: [describe the work in two or three clear sentences].
This agreement does not include: [anything you are not doing, e.g. hosting, copywriting, printing].

2. DELIVERABLES
I will deliver:
- [Deliverable 1, e.g. homepage design]
- [Deliverable 2]
- [Deliverable 3]
Format and delivery: [file types, and where or how you will hand them over].

3. TIMELINE
I will start on [start date] and deliver the final work by [end date], as long as you send [content, feedback or access] by [date].
If your materials or feedback arrive late, the deadlines move back by the same amount of time.

4. FEES AND PAYMENT
Total fee: [amount and currency].
(Or for hourly work: [rate] per hour, estimated at [number] hours. I will ask before going over [number] hours.)

Payment schedule:
- Deposit before work starts: [e.g. 30%], [amount]
- Milestone 1, [what is delivered], due [date or on delivery]: [amount]
- Final payment on delivery of the final work: [amount]

I will send an invoice for each payment. Invoices are due within [14] days.
Payment method: [bank transfer, PayPal or other].
If a payment is late, I may pause work until it is paid, and I may charge interest at [rate, or the rate allowed by law].
Fees do not include [VAT, GST or sales tax], which will be added where it applies.
Expenses: [none, or expenses you approve in advance, charged at cost].

5. REVISIONS
The fee includes [two] rounds of revisions on [each deliverable]. A round is one set of combined feedback, sent together.
Extra rounds are charged at [rate].

6. CHANGES TO THE WORK
If you want to add to or change the work, I will send you a written quote with the extra cost and any new timeline.
I will start the change once you approve it in writing (email is fine).

7. OWNERSHIP AND INTELLECTUAL PROPERTY
When you have paid all fees in full, I assign to you all rights, including copyright, in the final deliverables.
Until then, I own them, and you may use them only to review the work.
I keep ownership of my own tools, code, templates and know-how that existed before this project ("background materials").
You get a [non-exclusive, permanent] licence to use any background materials built into the deliverables.
Third-party items such as fonts, stock images or plugins are covered by their own licences. [Who buys them.]
I may show the work in my portfolio [once it is public / unless you ask me not to in writing].

8. CONFIDENTIALITY
We will each keep the other's confidential information private and use it only for this project.
This does not cover information that is already public, or that the law requires us to share.
This clause continues after the agreement ends.

9. YOUR RESPONSIBILITIES
You will provide [content, access and feedback] on time, and you confirm you have the right to let me use anything you give me.

10. ENDING THE AGREEMENT
Either of us can end this agreement by giving [7] days' written notice.
If it ends early, you will pay for the work done up to the end date [and the deposit is not refundable], and I will hand over the work you have paid for.
Either of us can end it straight away if the other seriously breaks it and does not put it right within [7] days of being told in writing.

11. LIABILITY
I will do the work with reasonable skill and care.
Except where the law does not allow it, my total liability under this agreement is limited to the total fees you have paid me under it.
Neither of us is liable for indirect losses, such as loss of profit or business.

12. INDEPENDENT CONTRACTOR
I am an independent contractor, not your employee. I am responsible for my own taxes, equipment and working hours.

13. GENERAL
This is the whole agreement between us and replaces anything discussed before.
Any change to it must be agreed in writing.
This agreement is governed by the law of [country, state or province], and the courts of [country, state or province] will deal with any dispute.

SIGNED
Freelancer: ______________________  Date: __________
Client:     ______________________  Date: __________

Parties, scope and deliverables

Parties. Use full legal names: your name or registered business name, and the client's company name rather than the person you're talking to. If you're working with a company, the contract should be with the company.

The work. Most freelance disputes start with a vague scope. Describe the work in plain words and, just as important, list what isn't included. "Five-page website, client supplies all text and images" heads off a lot of arguments.

Deliverables. List exactly what the client receives and in what format: source files, final exports, access to a code repository. If it isn't listed, assume the client won't expect it, and you won't be expected to provide it.

Timeline, payment terms and milestones

Timeline. Tie your deadlines to the client's inputs. If you're waiting a week for their content, your deadline should move a week, and the clause says so.

Payment. For new direct clients, a deposit before you start is the simplest protection. Split larger projects into milestones, each paid when that part is delivered, so you're never far ahead of what you've been paid. State the currency, the due date for invoices and how you want to be paid. The free freelance invoice generator makes matching invoices.

Late payment. The right to pause work is often the most useful remedy. Interest is another: in the UK, for example, businesses can claim statutory interest on late business-to-business payments at 8% plus the Bank of England base rate, but not if the contract sets a different rate, so choose deliberately. Check the rules where you and your client are.

Tax. Say whether your fees include VAT, GST or sales tax. If you're not sure whether you need to charge it, ask an accountant. To set the fee itself, try the freelance rate calculator.

Revisions and change requests

Revisions. Unlimited revisions turn a fixed price into open-ended work. Two rounds is a common starting point. Defining a round as one set of combined feedback stops a stream of small requests counting as one round.

Change requests. New ideas mid-project are normal. The clause doesn't say no; it says every change gets a written price and timeline first, and starts only once the client approves it. An email approval is enough record for most projects.

Ownership: transferring intellectual property on payment

Clients usually want to own what they pay for, and that's fair. This template transfers ownership of the final deliverables once the client has paid in full. That gives you leverage if a payment goes missing: until they've paid, they don't own the work.

• Put the transfer in writing. In many countries copyright stays with the creator unless it's transferred in writing. Under UK law, an assignment of copyright isn't effective unless it's in writing and signed by the person assigning it, and US law likewise requires a signed written transfer of copyright ownership.
• Keep your background materials. Code libraries, templates and methods you use on every project stay yours. The client gets a licence to use them as part of their deliverables.
• Mention third-party licences. Fonts, stock photos and plugins come with their own terms. Say who buys them.
• Agree portfolio use. Most clients are happy for you to show finished, public work. Ask in the contract rather than afterwards.

Confidentiality and ending the contract

Confidentiality. A short mutual clause covers most freelance work: both sides keep each other's private information private. Some clients will ask you to sign their own NDA as well; read it for anything that limits your future work, such as a broad non-compete.

Termination. Projects sometimes stop. The clause lets either side end it with notice, makes sure you're paid for the work done so far, and hands the client what they've paid for. Deciding in advance whether the deposit is refundable avoids an awkward argument later.

Liability cap, independent status and governing law

Liability cap. Without a limit, a mistake on a small job could leave you facing a claim far bigger than your fee. A common approach is to cap it at the fees paid. Some liability can't be limited by law in many countries, which is why the clause says "except where the law does not allow it". If your work carries real risk, look at professional indemnity insurance too.

Independent contractor. This confirms you're running your own business, not working as an employee. The label alone doesn't decide your status in law; how you actually work does, so check the rules in your country if you work long-term for one client.

Governing law. Fill in the country, and the state or province where relevant, whose law applies and whose courts handle disputes. Usually that's where you are, but international clients may ask for their own. This is the clause most worth asking a lawyer about when you and your client are in different countries.

How Freelancer.com and Upwork contracts fit in

On a marketplace you usually don't sign a separate contract. The platform's terms and your milestones do much of the work, but the template is still useful as a checklist of things to agree in writing.

Freelancer.com

Freelancer's User Agreement says that when a client awards you a project and you accept it, you and the client have entered into a User Contract to deliver the work. It also says you must not agree contractual terms that conflict with the User Agreement, so a private contract can add detail but can't, for example, move payment off the site. Payment protection comes from Milestone Payments: the client funds a milestone, Freelancer holds it, and the client releases it when the work is done. For contests, the Contest Handover is where the winner transfers ownership of the winning entry. Clients can also add an NDA to a project.

In practice: put the scope, deliverables, number of revisions and who owns the final files in the project chat before you accept, and match each milestone to a deliverable. Our guide to bidding on Freelancer covers agreeing scope before you accept, and the Freelancer fees guide explains what's charged when.

Upwork

Upwork contracts are either fixed-price, paid through funded milestones, or hourly. Upwork publishes Optional Service Contract Terms (effective 21 November 2025 at the time of writing), which you and the client can adopt in whole or in part, or replace with different or additional terms. Under those terms, the work product becomes the client's once you've received full payment, except for your background technology, which is similar to the ownership clause above. For clients you bring to Upwork yourself, its Direct Contracts feature lets you set up a contract with a reduced service fee. Whatever you agree, keep the work and payments on Upwork, as its terms require. See Upwork fees for the costs.

When to use your own contract

• Direct clients from your network, website or LinkedIn, where there's no platform protection.
• Large or long-running platform projects, as a written summary of scope, revisions and ownership, within the platform's rules.
• Any client who asks you to sign theirs: compare it against this template and query anything missing.

Find more clients to send contracts to

If you freelance on Freelancer.com, MoreGigs bids for you on new projects that match your skills, with a fresh proposal for each one written from your real profile and priced inside the client's budget. It skips likely scams, tiny budgets and crowded or stale listings, so you spend your bids on projects worth agreeing terms for. Plans start at $19 a month after a 24-hour free trial with no card. Check your profile for free, or read how to start freelancing for the bigger picture.

Frequently asked questions

Do freelancers need a contract?

For any direct client work, yes. A short written contract sets out what you'll deliver, when, for how much and who owns the result, which prevents most disputes before they start. Even a simple signed agreement or a confirmed email is far better than a verbal deal.

What should a freelance contract include?

The parties, the scope and what's excluded, deliverables, timeline, fees and payment schedule, revisions, how changes are handled, ownership of the work, confidentiality, how either side can end it, a liability limit and which country's law applies.

Is a freelance contract template legally binding?

A template becomes a contract once both sides agree to it, but whether every clause is enforceable depends on the law where you and your client are. Fill in every bracket, remove anything that doesn't apply and have a lawyer check it for your country, especially for large projects.

Who owns the work in a freelance contract?

Whatever the contract says. Without a clear written transfer, the freelancer often keeps the copyright in many countries. In the UK, for example, an assignment of copyright isn't effective unless it's in writing and signed by the person assigning it. This template transfers ownership to the client once they've paid in full.

Do I need my own contract on Freelancer.com or Upwork?

Usually not a separate signed one. On Freelancer.com, accepting an awarded project creates a User Contract under Freelancer's User Agreement, and on Upwork, contracts run under Upwork's terms, with Optional Service Contract Terms you can adopt or change. Use the template as a checklist and agree scope, revisions and ownership in the project messages.

What payment terms should a freelancer use?

A deposit before you start, milestone payments for larger projects, and invoices due within a fixed number of days, such as 14. Ask new direct clients for the deposit before any work begins. On marketplaces, only start work once the milestone is funded.

Can I charge interest on late payments?

Often, yes, if your contract or local law allows it. In the UK, businesses can claim statutory interest on late business-to-business payments at 8% plus the Bank of England base rate, unless the contract sets a different rate. Rules differ elsewhere, so check yours.

How do I get a client to sign a freelance contract?

Send it before any work starts, as a PDF or through an e-signature tool, and keep a copy of the signed version. Present it as normal practice that protects you both. A client who refuses to agree anything in writing is a warning sign.