FREELANCE CONTRACT NEGOTIATION SCRIPTS ======================================= SoloStack | solostack.madethis.app/resources/freelance-client-contract-red-flags Free download — no signup required. Use these scripts word-for-word or adapt to your voice. Each script includes an email version and verbal/call version. ----------------------------------------------------------------------- PART 1: 12 WORD-FOR-WORD SCRIPTS — ONE PER RED FLAG CLAUSE ----------------------------------------------------------------------- ───────────────────────────────────────────────────────────────────── SCRIPT 01: Pushing Back on "Upon Completion" Payment Terms ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: A small adjustment to payment terms Hi [Name], I've reviewed the agreement — looks great overall. One thing I'd like to adjust: the payment terms currently say "upon completion," which leaves the timing open-ended for both of us. My standard structure is: - [X]% on contract signing (before work begins) - [X]% on [milestone/midpoint delivery] - Final balance due Net-15 from final delivery This gives both of us a clear payment schedule and protects the timeline. Happy to confirm details — just let me know if this works on your end. [Your name] VERBAL VERSION: "The payment terms currently say 'upon completion' — in my experience that can create ambiguity around what 'done' means. My standard structure is [deposit] upfront, [milestone] at [point], and the balance Net-15 on final delivery. Does that work for your team?" ───────────────────────────────────────────────────────────────────── SCRIPT 02: Pushing Back on Unlimited Revisions ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Revision terms — quick note Hi [Name], I noticed the agreement doesn't specify revision rounds. My standard terms include 3 rounds of consolidated feedback — this keeps the project on schedule and gives us both a clear process. I'd propose adding this language: "This agreement includes 3 rounds of revisions. Each round consists of one set of consolidated feedback submitted within 7 business days of delivery. Additional rounds are billed at [rate]." This is pretty standard for projects like this. Let me know if you have any questions. [Your name] VERBAL VERSION: "The contract doesn't cap revision rounds right now. My standard is 3 rounds of consolidated feedback — it keeps things moving and prevents back-and-forth from dragging the timeline. I'd like to add that language. Does that work?" ───────────────────────────────────────────────────────────────────── SCRIPT 03: Pushing Back on Full IP Assignment (Including Unused Work) ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: IP clause — two small modifications Hi [Name], Happy to transfer ownership of the final deliverables on full payment — that's straightforward. I'd like to propose two small modifications to the IP clause: 1. I retain the right to display the completed work in my portfolio and on my website. (If confidentiality is needed, let's discuss a reasonable timeline — usually 6–12 months covers it.) 2. Any unused concepts, preliminary sketches, or drafts that aren't part of the final deliverables remain my intellectual property. The work you're actually paying for transfers to you in full. These modifications just protect preliminary work and my ability to show the results professionally. [Your name] VERBAL VERSION: "I'm happy with the IP transfer for the final deliverables — that's totally standard. Two things I'd like to adjust: I'd like to retain portfolio rights so I can show the work, and I'd like unused concepts to stay with me. Everything you're receiving transfers in full. Does that work?" ───────────────────────────────────────────────────────────────────── SCRIPT 04: Pushing Back on Non-Compete Clauses ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Non-compete clause Hi [Name], I noticed the agreement includes a non-compete restricting me from working in [industry] for [time period]. I completely understand the intent, but this clause would prevent me from taking on any work in my primary specialty — which isn't workable for my business. I'd propose replacing it with: "Freelancer agrees not to solicit Client's current employees or disclose Client's confidential business information. Freelancer retains the right to provide services to other clients, including clients in the same industry as Client." This protects your legitimate business interests without restricting my ability to work. Happy to discuss if you have specific competitors in mind — we can potentially address those directly. [Your name] VERBAL VERSION: "The non-compete would effectively bar me from my own specialty for [X period]. I can't accept that as written. I'm happy to commit to a confidentiality clause and a non-solicitation clause for your employees — those protect what you actually need to protect. Is that a workable compromise?" ───────────────────────────────────────────────────────────────────── SCRIPT 05: Pushing Back on Exclusivity Without Premium ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Exclusivity provision Hi [Name], The agreement includes an exclusivity provision preventing me from working with competitors during the engagement. I'm open to discussing exclusivity — but it's a significant ask that requires corresponding compensation, since it means declining other business. Options I'm open to: - Exclusivity with a [X]% premium on the project fee - Exclusivity limited to named competitors (rather than the whole industry) at no premium - Removing the exclusivity provision entirely What works best for your situation? [Your name] VERBAL VERSION: "The exclusivity clause would require me to turn away other business in [industry]. I'm open to that, but I'd need a premium on the fee to cover the revenue I'd be declining — or we could narrow it to specific named competitors. What's the actual concern you're trying to protect?" ───────────────────────────────────────────────────────────────────── SCRIPT 06: Pushing Back on No Kill Fee ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: One addition to the termination clause Hi [Name], The agreement allows termination without further obligation. I'd like to add a kill fee clause — it's standard in most freelance contracts and protects both of us: "If Client terminates this agreement after project kickoff for reasons other than Freelancer's material breach, Client agrees to pay: (a) the full value of all work completed to date, billed at Freelancer's standard hourly rate, and (b) a kill fee equal to 50% of the remaining unpaid contract balance. Kill fee is due within 15 days of termination notice." This is rarely invoked — I've had it in contracts for years with no issues. It just ensures we both have clarity on what happens if circumstances change. [Your name] VERBAL VERSION: "I'd like to add a kill fee clause for early termination. My standard is 50% of the remaining balance plus work completed to date. It rarely comes up — but it's important for both of us to know what happens if the project needs to stop. Is that something you can accept?" ───────────────────────────────────────────────────────────────────── SCRIPT 07: Pushing Back on Net-60 or Net-90 Payment Terms ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Payment terms — proposed adjustment Hi [Name], The Net-60 payment terms would create a cash flow challenge on my end for a project this size. My standard structure is: - 50% upfront before work begins - Balance due Net-15 from final delivery This works better for both of us — you don't pay the full amount until you have the deliverables, and I'm not waiting 2 months after delivery. Happy to confirm details or discuss alternatives if there's a procurement constraint on your end. [Your name] VERBAL VERSION: "Net-60 is pretty long for a project at this scale — I'd be waiting two months after delivering. My standard is 50% upfront and the balance Net-15 on delivery. Does that work with your payment process, or is there a constraint I should know about?" ───────────────────────────────────────────────────────────────────── SCRIPT 08: Pushing Back on Unlimited Liability ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Liability provision Hi [Name], The agreement currently doesn't cap liability. My standard terms tie liability to the contract value — this is industry-standard and protects both parties: "Freelancer's total liability under this agreement shall not exceed the total fees paid to Freelancer in the 12 months preceding the claim. Neither party is liable for indirect, incidental, or consequential damages." Without a cap, a single disputed deliverable could trigger claims with no ceiling. This language is balanced — it protects you too. [Your name] VERBAL VERSION: "The liability clause currently has no cap. My standard is to tie maximum liability to the fees paid under the contract — that's standard language and it protects both of us. Can we add that?" ───────────────────────────────────────────────────────────────────── SCRIPT 09: Pushing Back on One-Sided Indemnification ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Indemnification clause — mutual language Hi [Name], The current indemnification clause requires me to cover your legal costs for any claims arising from the agreement. I'd like to replace it with mutual indemnification, which is standard and fair to both parties: "Each party agrees to indemnify and hold harmless the other from any claims, damages, and costs (including reasonable attorneys' fees) arising from that party's own negligence, breach of this agreement, or violation of applicable law." This means each of us is responsible for claims arising from our own actions — which is exactly how it should work. [Your name] VERBAL VERSION: "The indemnification clause is one-sided right now — it puts me on the hook for your legal costs even for claims that have nothing to do with my work. I'd like to replace it with mutual indemnification language — each party covers claims arising from their own actions. That's standard and fair. Can we make that change?" ───────────────────────────────────────────────────────────────────── SCRIPT 10: Pushing Back on Automatic Renewal Terms ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Renewal clause Hi [Name], The agreement auto-renews unless I cancel 60 days in advance. I'd prefer to replace this with a straightforward termination clause: "This agreement does not automatically renew. Any renewal requires written agreement from both parties. Either party may terminate with 30 days written notice." This keeps us both in control of the relationship without anyone getting locked in by a missed deadline. [Your name] VERBAL VERSION: "The auto-renewal with a 60-day opt-out window concerns me — it's easy to miss that deadline. Can we replace it with a simple 30-day termination notice and a mutual renewal requirement? That way neither of us is locked in unless we both decide to continue." ───────────────────────────────────────────────────────────────────── SCRIPT 11: Pushing Back on Background IP Ownership Grab ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Background IP — one clarification Hi [Name], The IP clause includes pre-existing materials I contribute to the project. I need to carve those out — my tools, templates, and frameworks that I've built over my career aren't transferable as part of any single engagement: "Freelancer's pre-existing intellectual property — tools, frameworks, methodologies, and code libraries developed prior to this engagement — remains Freelancer's sole property. Client receives a license to use incorporated pre-existing materials for the purposes of this project only." The final deliverables you're paying for transfer to you in full. This just protects the infrastructure I bring to every project. [Your name] VERBAL VERSION: "The IP clause as written would transfer my pre-existing tools and frameworks to you — things I've built over years that I use across all my clients. I can't sign that away. Can we add a carve-out that limits the transfer to the final deliverables and preserves my background IP? The work product you're paying for transfers fully — this just protects my own tools." ───────────────────────────────────────────────────────────────────── SCRIPT 12: Pushing Back on Dispute Resolution in Another Jurisdiction ───────────────────────────────────────────────────────────────────── EMAIL VERSION: Subject: Jurisdiction clause Hi [Name], The agreement specifies disputes must be resolved in [their jurisdiction]. I'd like to change this to [your jurisdiction] or agree on neutral arbitration: "This agreement shall be governed by the laws of [Your State]. Any disputes shall first be subject to 30 days of good-faith negotiation. If unresolved, disputes shall be submitted to binding arbitration in [Your City/State], or filed in the small claims court of [Your County] if within the applicable jurisdictional limit." Arbitration in a neutral venue is standard for cross-state/country contracts and protects both parties equally. [Your name] VERBAL VERSION: "The jurisdiction clause would require me to file any dispute in [their location]. For a contract this size, that's essentially immunity from litigation — I'd never make the economics work. Can we agree on [your jurisdiction] or binding arbitration in a neutral venue?" ----------------------------------------------------------------------- PART 2: THREE "WALK AWAY" SCRIPTS FOR NON-NEGOTIABLE DEALBREAKERS ----------------------------------------------------------------------- ───────────────────────────────────────────────────────────────────── WALK AWAY SCRIPT 01: Client Refuses Any Modifications ───────────────────────────────────────────────────────────────────── "I've reviewed the agreement carefully, and I have a few provisions I'd need to modify before I could sign — specifically [list 1–2 flags]. If the contract needs to stay exactly as written, that's completely understandable, but it's not something I can commit to. I hope we can find a version that works for both of us. If not, I'm happy to step aside — no hard feelings at all. [Your name]" USE WHEN: Client says "this is our standard contract and we don't modify it for contractors." ───────────────────────────────────────────────────────────────────── WALK AWAY SCRIPT 02: Liability or IP Terms Are Non-Negotiable ───────────────────────────────────────────────────────────────────── "I've thought carefully about the [liability/IP] clause, and I'm not able to move forward with the agreement as written. This isn't a negotiating position — it's a genuine business constraint for me. I wish I could make it work. If circumstances change on your end, I'd genuinely welcome the chance to revisit it. [Your name]" USE WHEN: The risk exposure is too high regardless of the project fee. Keep it brief, professional, and final. ───────────────────────────────────────────────────────────────────── WALK AWAY SCRIPT 03: Multiple High-Severity Flags, No Movement ───────────────────────────────────────────────────────────────────── "After reviewing the agreement, I have concerns about several provisions — [briefly list 2–3]. I sent proposed modifications last week, but I understand if those don't work within your contract framework. Given that, I think it's best for both of us if I step back from this one. I appreciate the consideration and I genuinely hope the project goes well. [Your name]" USE WHEN: You've made reasonable asks, the client hasn't moved, and the combined risk isn't worth the fee. ----------------------------------------------------------------------- PART 3: FOUR COUNTER-PROPOSAL TEMPLATES ----------------------------------------------------------------------- ───────────────────────────────────────────────────────────────────── COUNTER-PROPOSAL 01: Payment Terms ───────────────────────────────────────────────────────────────────── WHAT THEY SENT: "Payment due upon completion. Net-60." YOUR COUNTER: "Payment Terms: - 50% deposit due on contract signing (before work begins) - Final 50% due Net-15 from final delivery - Late payment fee: 1.5% per month on invoices unpaid after due date - Work may be suspended on invoices more than 14 days overdue" ───────────────────────────────────────────────────────────────────── COUNTER-PROPOSAL 02: Revision Cap ───────────────────────────────────────────────────────────────────── WHAT THEY SENT: "Revisions as needed until client is satisfied." YOUR COUNTER: "Revision Policy: - This agreement includes 3 rounds of revisions - Each revision round consists of one set of consolidated feedback - Feedback must be submitted within 7 business days of each delivery - Additional rounds: $[rate]/hour, minimum 2-hour billing block - 'Revision' means feedback on existing work; new directions or scope additions are change orders, billed separately" ───────────────────────────────────────────────────────────────────── COUNTER-PROPOSAL 03: IP Carve-Out ───────────────────────────────────────────────────────────────────── WHAT THEY SENT: "All work product is work made for hire. All IP transfers to Client." YOUR COUNTER: "Intellectual Property: - Final, approved deliverables specified in this agreement transfer to Client upon receipt of full payment - Preliminary work, unused concepts, and drafts remain Freelancer's property - Freelancer's pre-existing IP (tools, frameworks, methodologies, code libraries) remains Freelancer's property; Client receives a license for project-specific use only - Freelancer retains the right to display final deliverables in portfolio and marketing materials unless Client requests confidentiality in writing within 30 days of project close" ───────────────────────────────────────────────────────────────────── COUNTER-PROPOSAL 04: Kill Fee ───────────────────────────────────────────────────────────────────── WHAT THEY SENT: "Either party may terminate with 5 days notice; no further payment due." YOUR COUNTER: "Termination: - Either party may terminate with 14 days written notice - On termination by Client (other than for Freelancer's material breach): Client pays all work completed to date at Freelancer's standard hourly rate, plus a kill fee of 50% of the remaining unpaid contract balance - On termination by Freelancer: Freelancer completes work in progress to a deliverable stopping point; final invoice issued for work completed - Kill fee is due within 15 business days of termination notice" ----------------------------------------------------------------------- Want the red flag checklist with severity ratings? Download: freelance-contract-red-flags-checklist.txt (free, no signup) Want the minimum contract checklist? Download: freelance-contract-minimum-checklist.txt (free, no signup) All downloads at: solostack.madethis.app/resources/freelance-client-contract-red-flags Want done-for-you contract templates? 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