FREELANCE CONTRACT CLAUSES LIBRARY
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SoloStack — solostack.madethis.app
Free to use. No attribution required.

A plug-and-play clause library. Each of the 12 essential clauses appears in
3 versions: Standard (balanced), Strict (freelancer-protective), and
Client-Friendly (lower friction, for trusted clients or small projects).

HOW TO USE THIS LIBRARY:
1. Pick the right version of each clause for your situation (guidance below)
2. Drop each clause into your base contract
3. Replace [BRACKETED PLACEHOLDERS] with your details
4. Have both parties sign

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PART 1: THE 12 ESSENTIAL CLAUSES (3 VERSIONS EACH)
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────────────────────────────────────────────────────────────────────────────────
CLAUSE 1: SCOPE OF WORK
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default for most client relationships
  Strict:          New clients, large projects, unclear briefs
  Client-Friendly: Established clients, simple repeat work

── STANDARD ──
Freelancer will deliver the Services described in the attached Statement of Work
(Exhibit A). Any request for work outside the Statement of Work requires a
written Change Order signed by both parties before work begins. All Change
Orders are subject to additional fees at Freelancer's then-current rates.

── STRICT ──
The scope of Services is strictly limited to deliverables listed in Exhibit A.
No verbal agreements, email requests, or implied obligations constitute
additional scope. Any work beyond Exhibit A will not be undertaken without a
signed, written Change Order and advance payment equal to 50% of the Change
Order value. Work performed without a signed Change Order is performed at
Freelancer's discretion and does not obligate Freelancer to complete such work.

── CLIENT-FRIENDLY ──
Freelancer will complete the project as described in the attached project brief.
If Client needs additional work during the project, we'll discuss scope and cost
in writing before proceeding. Minor clarifications and minor adjustments within
the spirit of the project are included.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 2: TIMELINE AND MILESTONES
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Most projects with defined deliverable dates
  Strict:          Projects where client delays are a known risk
  Client-Friendly: Flexible, collaborative project styles

── STANDARD ──
Project completion is estimated by [DATE]. All milestones are contingent on
Client providing materials, approvals, and feedback within [3] business days of
each request. Client delays exceeding [5] business days will extend the project
timeline by the same number of days.

── STRICT ──
Project milestones are:
  [MILESTONE 1]: [DATE]
  [MILESTONE 2]: [DATE]
  Final Delivery: [DATE]

These dates assume Client provides all required materials by [START DATE] and
responds to all review requests within [2] business days. Client-caused delays
of more than [5] cumulative business days will result in a revised timeline and
may incur a rescheduling fee of $[AMOUNT]. Freelancer is not responsible for
missed launch dates caused by Client delays.

── CLIENT-FRIENDLY ──
We're targeting [DATE] for final delivery, working through milestones together.
Both of us will stay communicative about timing if anything shifts. If Client
needs to pause the project, we'll discuss the impact on the timeline together.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 3: REVISION POLICY
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default — balances flexibility with protection
  Strict:          Design/creative work prone to unlimited revision cycles
  Client-Friendly: Small projects or when goodwill is important

── STANDARD ──
The project fee includes [2] rounds of revisions per deliverable. A revision
round is a single, consolidated list of requested changes submitted within
[7] days of delivery. Additional revision rounds are billed at $[RATE]/hour.
Requests for changes after final approval constitute new work and require a
new Agreement or Change Order.

── STRICT ──
The project fee includes exactly [2] rounds of revisions. Each revision round
must be submitted as a single consolidated document within [5] business days
of delivery; piecemeal revision requests will be treated as one revision round
upon receipt of the final list. Freelancer will acknowledge receipt of revision
requests within [2] business days and complete within [5] business days.
A third revision round costs $[AMOUNT] flat. A fourth round requires a new
Statement of Work. Freelancer reserves the right to reject revision requests
that represent a fundamental change in project direction.

── CLIENT-FRIENDLY ──
I include [2] rounds of revisions so we can get things exactly right. Revisions
work best when you compile your feedback into one list — it keeps us both
organized. If we need additional rounds, we'll discuss any cost at that time.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 4: KILL FEE
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default for most projects
  Strict:          Long projects, significant upfront work, high-risk clients
  Client-Friendly: Small projects or clients you know well

── STANDARD ──
If Client cancels this Agreement after work has commenced, Client will pay for
all work completed to date at the project's pro-rated rate, plus a kill fee of
[25]% of the remaining project balance. All work product completed to date will
be delivered upon receipt of payment.

── STRICT ──
If Client cancels for any reason after work begins, the following applies:
  a) Work completed through Week 1: Deposit is non-refundable; no further fee.
  b) Work completed through Week 2: 50% of total project fee is due.
  c) Work completed through Week 3 or beyond: 75% of total project fee is due.
  d) Work completed, awaiting client approval: 100% of total project fee is due.
All work product created to the cancellation date becomes deliverable upon receipt
of payment. Client's right to use the work product is contingent on full payment.

── CLIENT-FRIENDLY ──
If we need to cancel the project, I'll invoice for work completed to date at a
pro-rated amount. I'll keep any deposit already paid and credit the rest toward
future work if you'd like to restart.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 5: PAYMENT TERMS
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default 50/50 split — most common structure
  Strict:          New clients, large projects, international clients
  Client-Friendly: Repeat clients or small projects

── STANDARD ──
Total fee: $[AMOUNT]. Payment schedule: 50% ($[AMOUNT]) due upon signing before
work begins; 50% ($[AMOUNT]) due upon delivery of final files. Final deliverables
will not be released until payment is received in full.

── STRICT ──
Total fee: $[AMOUNT]. Payment schedule:
  Deposit (50% = $[AMOUNT]): Due upon contract signing. Non-refundable.
  Milestone payment ($[AMOUNT]): Due upon completion of [MILESTONE].
  Final payment ($[AMOUNT]): Due upon delivery. Final files are not released
  until this payment clears.
No work begins until the deposit clears. Payments by check require [5] business
days to clear before work resumes.

── CLIENT-FRIENDLY ──
Total project fee: $[AMOUNT]. I'll invoice 50% to kick off and 50% at the end.
Happy to discuss payment timing if you need flexibility — just let me know.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 6: LATE PAYMENT
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default — creates a consequence without being aggressive
  Strict:          History of late payers, large invoices, long projects
  Client-Friendly: First-time small projects

── STANDARD ──
Invoices are due within [14] days of the invoice date. Balances unpaid after
[30] days accrue interest at 1.5% per month (18% per year). Freelancer may
suspend work on any active projects until overdue balances are paid.

── STRICT ──
Invoices are due within [10] days. After [10] days, a late fee of $[AMOUNT]
is added. After [20] days, interest accrues at 2% per month on the outstanding
balance. After [30] days, Freelancer will suspend all active work and may
revoke any licenses previously granted for work already delivered. Client
agrees to pay all collection costs, including reasonable attorney's fees.

── CLIENT-FRIENDLY ──
Invoices are due within [30] days. I know timing doesn't always work out
perfectly — just give me a heads-up if payment will be delayed and we can
work something out.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 7: INTELLECTUAL PROPERTY ASSIGNMENT
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default for most creative and development work
  Strict:          When you want to retain usage rights for portfolio/promotion
  Client-Friendly: When client needs IP immediately on delivery

── STANDARD ──
Upon receipt of full payment, Freelancer assigns to Client all copyright and
intellectual property rights in the final deliverables. Until full payment is
received, Freelancer retains all rights. Freelancer's pre-existing tools,
templates, and background IP remain Freelancer's property.

── STRICT ──
Upon receipt of full payment, Freelancer grants Client a non-exclusive,
perpetual license to use the final deliverables for the purposes described in
the Statement of Work. Freelancer retains copyright in all work. Freelancer
retains the right to: (a) use the work in their portfolio and marketing
materials; (b) license the same underlying concepts and techniques to other
clients; (c) reuse non-client-specific code, frameworks, and design elements.

── CLIENT-FRIENDLY ──
Once the project is paid in full, the work is yours — full copyright transfer.
I just ask for the right to include it in my portfolio with appropriate credit.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 8: NON-DISCLOSURE
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default for any project involving business information
  Strict:          Highly sensitive information: financials, pre-launch products
  Client-Friendly: Simple consumer-facing projects with minimal sensitive info

── STANDARD ──
Each party agrees to keep confidential all non-public business information
received from the other party. Neither party will disclose such information to
third parties or use it for any purpose outside this Agreement. This obligation
lasts for [2] years after the end of the Agreement.

── STRICT ──
Freelancer acknowledges that Client's Confidential Information includes, but is
not limited to: business strategies, financial data, product roadmaps, client
lists, and proprietary systems. Freelancer will: (a) not disclose any
Confidential Information to any third party; (b) use Confidential Information
only to perform the Services; (c) notify Client immediately of any unauthorized
disclosure. This obligation survives termination of this Agreement indefinitely.

── CLIENT-FRIENDLY ──
I'll keep your business information confidential. I won't share client details,
strategies, or sensitive data with anyone outside the project. I ask the same in
return for my processes and pricing.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 9: NON-SOLICITATION
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default if you use subcontractors
  Strict:          Teams or extended subcontractor networks
  Client-Friendly: Simple projects with no subcontractors

── STANDARD ──
During the term of this Agreement and for [12] months following its termination,
Client will not directly hire or engage any subcontractors introduced by
Freelancer in connection with this project without Freelancer's written consent.

── STRICT ──
For a period of [24] months following termination of this Agreement, Client
agrees not to: (a) directly hire, contract with, or engage any person introduced
by Freelancer through this project; (b) solicit any such person for employment
or freelance work; or (c) use Freelancer's subcontractor network to circumvent
Freelancer in future projects. Breach of this clause entitles Freelancer to
damages equal to [12] months of the subcontractor's then-current compensation.

── CLIENT-FRIENDLY ──
I ask that you work with my team through me during and for 12 months after the
project. This protects my business relationships — I'm sure you understand.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 10: INDEPENDENT CONTRACTOR STATUS
────────────────────────────────────────────────────────────────────────────────
(This clause is largely the same across all versions — it's a legal requirement)

── STANDARD / STRICT / CLIENT-FRIENDLY (use this version) ──
Freelancer is an independent contractor, not an employee, agent, or partner of
Client. Freelancer is solely responsible for all taxes, withholding, insurance,
and other obligations arising from the Freelancer's independent contractor status.
This Agreement does not create an employment relationship or entitle Freelancer
to any employee benefits. Freelancer retains the right to provide services to
other clients, provided there is no conflict with this Agreement.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 11: TERMINATION
────────────────────────────────────────────────────────────────────────────────
WHEN TO USE WHICH VERSION:
  Standard:        Default
  Strict:          Large projects, long timelines, high upfront investment
  Client-Friendly: Flexible engagements, trusted clients

── STANDARD ──
Either party may terminate this Agreement with [14] days written notice. Upon
termination, Client will pay for all work completed to the termination date.
Kill fee provisions apply if Client terminates without cause after work begins.
Freelancer may terminate immediately upon material breach by Client, including
non-payment.

── STRICT ──
Termination by Client requires [30] days written notice. Upon termination,
Client will pay: (a) all work completed to date, invoiced at the project rate;
(b) kill fee of [50]% of remaining project balance; (c) any non-cancellable
third-party expenses incurred. Freelancer may terminate immediately without
notice if Client: fails to pay within [15] days of due date; makes false
representations; or engages in conduct that is abusive or harassing toward
Freelancer.

── CLIENT-FRIENDLY ──
Either of us can end the project with 7 days' notice. You'll pay for work
completed to that date. If I need to stop for some reason, I'll give you
everything I've built so far.

────────────────────────────────────────────────────────────────────────────────
CLAUSE 12: GOVERNING LAW
────────────────────────────────────────────────────────────────────────────────
(Choose your state. Keep it where you are — you know the local system.)

── STANDARD ──
This Agreement is governed by the laws of the State of [YOUR STATE]. Any
disputes will be resolved through good-faith negotiation, then binding
arbitration in [YOUR CITY], [YOUR STATE], under the rules of the American
Arbitration Association.

── STRICT ──
This Agreement is governed exclusively by the laws of the State of [YOUR STATE],
without regard to conflict-of-law principles. The exclusive jurisdiction for any
dispute is [YOUR COUNTY] County, [YOUR STATE]. The prevailing party in any legal
proceeding is entitled to recover reasonable attorney's fees and costs. Client
waives any right to a jury trial and consents to the jurisdiction of the courts
of [YOUR STATE].

── CLIENT-FRIENDLY ──
This Agreement is governed by the laws of [YOUR STATE]. If we ever disagree,
we'll work it out directly first. If needed, we'll use a mediator before going
to court.

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PART 2: HOW TO COMBINE CLAUSES INTO A FULL CONTRACT
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RECOMMENDED CLAUSE COMBINATIONS BY SITUATION:

1. NEW CLIENT, LARGE PROJECT (> $5,000)
   Use Strict versions of: Clauses 1, 2, 3, 4, 5, 6, 7, 11, 12
   Use Standard versions of: Clauses 8, 9, 10

2. NEW CLIENT, SMALL PROJECT ($500–$2,000)
   Use Standard versions of all 12 clauses
   May omit Clause 9 (non-solicitation) if no subcontractors involved

3. REPEAT CLIENT, ONGOING WORK
   Use Client-Friendly versions of: Clauses 2, 3, 4, 5, 11
   Use Standard versions of: Clauses 1, 6, 7, 8, 9, 10, 12

4. AGENCY OR INTERNATIONAL CLIENT
   Use Strict versions of all 12 clauses
   Add explicit payment currency (USD, EUR, etc.) to Clause 5
   Add "payments by wire transfer" to avoid currency conversion delays

5. CREATIVE/DESIGN WORK (HIGHEST REVISION RISK)
   Prioritize Strict version of Clauses 1, 3, 7
   Consider adding a "concept approval" checkpoint before execution begins

ASSEMBLY ORDER:
1. Header (parties, date)
2. Clause 1: Scope of Work (reference to Exhibit A)
3. Clause 2: Timeline
4. Clause 3: Revisions
5. Clause 4: Kill Fee
6. Clause 5: Payment Terms
7. Clause 6: Late Payment
8. Clause 7: Intellectual Property
9. Clause 8: Non-Disclosure
10. Clause 9: Non-Solicitation (if applicable)
11. Clause 10: Independent Contractor Status
12. Clause 11: Termination
13. Clause 12: Governing Law
14. General Provisions (entire agreement, amendment, severability)
15. Signature Block
16. Exhibit A: Scope of Work
17. Appendix B: Change Order Form (optional but recommended)

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PART 3: 5 COMMON CLIENT ADD-ON REQUESTS — HOW TO RESPOND
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────────────────────────────────────────────────────────────────────────────────
CLIENT ASK #1: "Can we remove the kill fee?"
────────────────────────────────────────────────────────────────────────────────
WHAT THEY MEAN: "I want the flexibility to cancel without financial consequence."
WHY IT MATTERS TO YOU: Without a kill fee, you can lose weeks of work and only
recover your deposit (if you took one).

COUNTER LANGUAGE:
"The kill fee protects my time investment, which begins before you see any
deliverables. I'm happy to reduce it from 25% to 15% if that helps, but I
can't remove it entirely — it's the same reason you wouldn't start a renovation
without a contractor commitment clause. Here's what I can offer: if you cancel
in the first 48 hours for any reason, there's no kill fee at all."

RED FLAG ALERT: A client who pushes hard to remove the kill fee before work
even starts is signaling they may be planning to use you without fully committing.

────────────────────────────────────────────────────────────────────────────────
CLIENT ASK #2: "Can we delay payment until the project is done?"
────────────────────────────────────────────────────────────────────────────────
WHAT THEY MEAN: "I don't want to commit money until I see results."
WHY IT MATTERS TO YOU: End-payment-only is the single biggest risk in freelancing.
Clients can disappear, dispute, or ghost after receiving the work.

COUNTER LANGUAGE:
"I structure payment as 50/50 so we're both invested in the outcome — you have
something at stake, I have something to lose. The deposit isn't a leap of faith;
it's how I block out the time to work exclusively on your project. If 50%
upfront feels like a lot, I can do 40% to kick off and 60% on delivery — but
I can't start without a deposit."

────────────────────────────────────────────────────────────────────────────────
CLIENT ASK #3: "Can you give us unlimited revisions?"
────────────────────────────────────────────────────────────────────────────────
WHAT THEY MEAN: "I'm afraid I won't like the result."
WHY IT MATTERS TO YOU: Unlimited revisions means unlimited work for fixed pay.

COUNTER LANGUAGE:
"What I can do is increase the included rounds from 2 to 3 — that covers
most projects thoroughly. 'Unlimited' revisions aren't actually helpful for
either of us; a clear revision process with rounds keeps us on track and
prevents the feedback loop from stretching indefinitely. I'll also make sure
we align on direction before I start, which is the real solution to revision
concerns."

────────────────────────────────────────────────────────────────────────────────
CLIENT ASK #4: "We'd like to own all the tools and templates you create."
────────────────────────────────────────────────────────────────────────────────
WHAT THEY MEAN: "We want to keep everything, including your reusable tools."
WHY IT MATTERS TO YOU: Your pre-existing tools, frameworks, and reusable
components are your business assets. Assigning them to one client would prevent
you from using them with future clients.

COUNTER LANGUAGE:
"What I can transfer is full ownership of everything created specifically for
your project. My pre-existing tools and frameworks — the code libraries, design
systems, and templates I've built over time — I license to you for perpetual
use, but I can't transfer ownership. That's like asking a carpenter to give you
the tools they used to build your table. The custom work is yours; the tools
stay with me."

────────────────────────────────────────────────────────────────────────────────
CLIENT ASK #5: "Can we add a non-compete?"
────────────────────────────────────────────────────────────────────────────────
WHAT THEY MEAN: "We don't want you working for our competitors."
WHY IT MATTERS TO YOU: Broad non-competes can prevent you from working in your
entire niche. This is a significant ask from a non-employer.

COUNTER LANGUAGE:
"I can't agree to a broad non-compete — my ability to work with clients in the
[NICHE] space is how I maintain the skills that make me valuable to you. What I
can agree to is a narrow non-solicitation clause: I won't approach your specific
named competitors for [6 months] while our project is active. I can list those
companies by name if that helps. Beyond that, I need to be able to continue
working in my field."

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END OF FREELANCE CONTRACT CLAUSES LIBRARY
SoloStack — Free Business Templates for Freelancers
More templates at: solostack.madethis.app
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