Freelance Contract Red Flags: 6 Clauses to Push Back On
This page is general information, not legal advice.
A client contract decides when you get paid, how much work you owe, and who owns what you make. Most problems hide in a few clauses that look routine. Below are six freelance contract red flags, each with example wording, why it hurts you, and what to propose instead. All quotes are illustrative, not from real contracts.
To check a specific document first, our freelance contract review tool flags these clauses automatically.
1. Payment depends on client satisfaction
Example wording (illustrative, not from a real contract):
Payment shall be due upon Client's satisfaction with the Deliverables, as determined by Client in its sole discretion.
Why it works against you
"Sole discretion" lets the client delay payment at any time, for any reason, with no objective test, deadline, or duty to explain. You could deliver everything agreed and still go unpaid.
What to ask for instead
Tie acceptance to the agreed scope, set a review window, and treat silence as acceptance.
Sample wording to propose:
Client will review each Deliverable within five business days of delivery. A Deliverable is accepted unless Client identifies in writing a specific failure to meet the agreed specifications within that period.
2. Net 60 or net 90 with no late fee
Example wording (illustrative, not from a real contract):
Contractor shall invoice monthly. Invoices are payable within ninety (90) days of receipt.
Why it works against you
A long payment window makes you finance the client's cash flow. Without a late fee or a right to stop work, paying late costs them nothing, and you may be a month into new work before the first invoice clears.
What to ask for instead
Ask for shorter terms, a deposit, and a late-payment penalty.
Sample wording to propose:
Client will pay a deposit of [X]% before work begins. Invoices are payable within 15 days. Overdue amounts accrue a late fee of [X]% per month, and Contractor may pause work until overdue invoices are paid.
3. Unlimited revisions
Example wording (illustrative, not from a real contract):
Contractor will make all revisions requested by Client until Client approves the final Deliverable.
Why it works against you
A fixed fee with unlimited revisions has no fixed end. New ideas, changed minds, or new stakeholders all arrive as "revisions." Paired with payment on satisfaction, the project may never officially finish.
What to ask for instead
Set a number of revision rounds and a rate for extra work.
Sample wording to propose:
The fee includes two rounds of revisions per Deliverable. Additional revisions, or changes outside the agreed scope, will be billed at [rate] and require Client's written approval before work begins.
4. IP transfers on signing
Example wording (illustrative, not from a real contract):
All right, title and interest in any work product created under this Agreement vest in Client upon execution of this Agreement.
Why it works against you
If ownership passes at signing rather than payment, the client could own your work without ever paying. Broad wording like "any work product" can also capture your existing tools, templates, or code. For long-term usage rights, see perpetual content licenses explained.
What to ask for instead
Make the transfer depend on full payment and keep your pre-existing materials.
Sample wording to propose:
Ownership of the final Deliverables transfers to Client upon receipt of full payment. Contractor retains ownership of pre-existing materials and grants Client a non-exclusive license to use them as part of the Deliverables.
5. Termination without a kill fee
Example wording (illustrative, not from a real contract):
Client may terminate this Agreement at any time, for any reason, upon written notice, without further obligation to Contractor.
Why it works against you
You may have turned down other work and be partway through. "Without further obligation" can mean the client owes nothing for work in progress, leaving you with the full cost of cancelling.
What to ask for instead
Ask for payment for completed work plus a cancellation fee.
Sample wording to propose:
If Client terminates for convenience, Client will pay for all work performed through the termination date plus a kill fee of [X]% of the remaining project fee.
6. Uncapped indemnity
Example wording (illustrative, not from a real contract):
Contractor shall indemnify, defend and hold harmless Client from any and all claims, losses and expenses arising out of or relating to the Services.
Why it works against you
"Any and all" and "relating to" are very broad, and with no cap your exposure could far exceed the fee. The clause may even cover claims caused by the client's own content or decisions. Our limitation of liability clause guide explains how caps usually work.
What to ask for instead
Limit indemnity to your own fault, make it mutual, and cap it.
Sample wording to propose:
Each party will indemnify the other for third-party claims caused by its own breach or negligence. Contractor's total liability under this Agreement will not exceed the fees paid under it.
Other clauses worth a second look
Platform contracts add their own terms on top of your client agreement; see our guides to Upwork's terms of service and Fiverr's terms of service. If disputes go to private arbitration, read mandatory arbitration clauses explained. Creators should also check influencer brand deal red flags.
Whether these clauses hold up depends on your location and the specific facts. If significant money or rights are at stake, have a qualified lawyer review the contract before you sign.
Scan your own document free
Upload your contract to the ScanMyTerms freelance contract review for results in about a minute. The free preview shows how many risky clauses were found plus the first two findings. The full report is a one-time $5 per document and includes the exact wording and what to ask for instead.
This page is general information, not legal advice.