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Analyze your contract free →You agree to cover every lawsuit, fine, and legal bill tied to the project. No ceiling. No exceptions.
Why it's terribleOne bad claim can exceed the entire value of the contract by 10x or 100x. A $5,000 logo project can turn into a $500,000 legal bill if the client gets sued and drags you in.
"I'd like to cap total liability at the fees paid under this agreement over the prior 12 months, and limit my indemnity to claims arising directly from my own gross negligence or willful misconduct. I also propose excluding indirect, consequential, and punitive damages."
Every throwaway idea, rejected concept, and doodle you made during the project legally belongs to the client.
Why it's terribleYou lose the right to recycle unused ideas for other clients or your own portfolio. Years of creative output can get locked up under one contract.
Say this instead
"I propose assigning only the final deliverables accepted and paid for by Client. Drafts, unused concepts, and sketches remain my property and may be reused. I'm also happy to grant you a non-exclusive license to the final work for portfolio and marketing use on my end."
For 2 full years after the project ends, you can't take similar work from anyone, anywhere.
Why it's terribleA 24-month global non-compete can wipe out 50% of your earnings runway. Courts in several states will throw it out, but by the time you fight it, you've already lost clients.
Say this instead
"I'd like to narrow this to 6 months, limited to direct competitors of Client's named product line in the same market segment. I'm happy to add a non-solicit on your active customers over the same period, but I can't accept a blanket restriction on my profession."
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Clauses 4 – 17
The client can walk away the moment you finish the hard part. They owe you only what you've already logged.
Why it's terribleA client can cancel at 90% done and keep everything you built. You eat the remaining 10% of fees — often the profitable tail of the project.
Say this instead
"I propose 14 days' written notice for termination without cause, plus a kill fee equal to 30% of the unbilled contract balance, due within 7 days of termination. This protects both sides from a sudden cut-off mid-project."
You wait 3 months after invoicing to see a dollar. And "receipt by AP" starts the clock whenever they say it does.
Why it's terribleNet-90 is a 3-month interest-free loan from you to a client with 50x your cash reserves. One late payment and you're covering rent out of savings.
Say this instead
"I'd like to update payment terms to Net-15 from invoice date, with a 1.5% monthly late fee on any overdue balance. I can offer a 2% discount for payment within 7 days if that helps cash flow on your side."
You don't get paid until the client says the work is accepted. There's no deadline on when they have to say it.
Why it's terribleAcceptance can be delayed forever. Clients use this clause to sit on completed work for months while they decide whether to pay.
Say this instead
"I propose a deemed-accepted clause: if Client does not provide written objection within 5 business days of delivery, the deliverables are considered accepted and payment is due within 14 days of that date."
15% of every paycheck is held for 6 months. You won't see that money until long after the project ends.
Why it's terribleOn a $30,000 project, $4,500 of your money sits in the client's account for 6 months. If they go bankrupt, that cash is gone.
Say this instead
"I don't offer rolling reserves — they tie up working capital I need to take on other projects. If you need a dispute buffer, I can provide a 30-day warranty on the final deliverables and credit any defects within that window."
Miss the 60-day cancellation window and you're locked in for another full year.
Why it's terribleMost freelancers forget. Missing the window by a single day can lock you into a 12-month commitment you didn't want — often at last year's rates.
"I'd like renewals to be opt-in, not automatic. At the end of the term, we both sign a short renewal addendum if we want to continue. If you prefer auto-renewal, I can accept a 14-day cancellation notice instead of 60."
Any scope change the client calls "reasonable" is free. You define nothing. They define everything.
Why it's terrible"Reasonable" has no ceiling. This clause is how 40-hour projects become 120-hour projects for the same fee.
Say this instead
"I propose a change-order process: any scope addition beyond the original SOW is captured in a written change order with a new price and timeline, signed before work begins. Small clarifications inside the existing scope stay free."
You keep revising until the client says stop. There is no point where "done" is decided by anyone but them.
Why it's terribleClient satisfaction with no bound is infinite work for one fee. A designer can easily eat 30+ revision rounds on a single logo.
Say this instead
"I include up to 2 rounds of revisions in the base fee. Additional rounds are billed at my hourly rate of $X, with a written change order before each one. This keeps projects on track for both of us."
Any reusable tool or template you touch during this project now belongs to the client. Forever.
Why it's terribleYears of invested tooling — your starter kits, component libraries, boilerplate — transfer away on a single $3,000 project.
Say this instead
"I'd like to retain ownership of all pre-existing tools, libraries, and frameworks. For anything I bring in, I'll grant Client a perpetual, royalty-free license to use it as part of the delivered project. New work created specifically for you transfers on final payment."
If things go wrong, you have to fly to the client's state, pay for an arbitrator, and give up jury trial rights.
Why it's terribleArbitration fees alone often exceed $5,000 before you argue anything. Travel and lost work doubles that. The venue rule effectively kills your ability to dispute.
Say this instead
"I propose disputes under $10,000 be handled in small claims court in my home state, and larger disputes go to mediation first, then arbitration in a mutually agreed neutral venue. Arbitration fees to be split 50/50."
You can't work with anyone the client knows — their staff, their contractors, or the contractors their customers use.
Why it's terribleIn a small industry, this clause can take 30% of your future pipeline off the table. And you rarely even know who the "vendors of clients" are.
Say this instead
"I'm happy to agree not to actively recruit Client's direct employees for 12 months. I can't agree to restrictions on Client's vendors or its customers' vendors — that's a web I can't track. Let's keep the non-solicit to people you directly employ."
You give up the right to be credited as the creator and the right to object if someone mutilates your work.
Why it's terribleFor designers, illustrators, and writers, attribution is how you get the next client. Waiving it means the portfolio piece you just built legally isn't yours to show.
Say this instead
"I'd like to retain the right to be credited as the creator and to display the final work in my portfolio and case studies. I'll waive the right to object to reasonable edits by Client, but attribution and portfolio use stay with me."
You can't take any other freelance work while this contract is active, even if it's in a different industry.
Why it's terribleExclusivity without employee benefits is the worst of both worlds. You get single-client income with none of the salary, PTO, or health coverage.
Say this instead
"Exclusivity only works for me at a dedicated retainer rate that reflects full-time availability. At project rates, I need to work with other clients to sustain my practice. I'm happy to agree not to take work from your named direct competitors for the duration."
Miss a deadline or breach any term and you owe the client 3x the entire project fee as a penalty.
Why it's terribleA $10,000 project can turn into a $30,000 bill over a minor breach. Courts sometimes strike these down, but the threat alone forces unfair settlements.
Say this instead
"Liquidated damages should approximate actual loss, not act as a penalty. I propose capping them at 20% of the fees paid for the affected deliverable, and only triggering on material, uncured breaches after 10 days' written notice."
If a pandemic or a new government rule shuts you down, the contract still binds you. You're in breach for something you couldn't control.
Why it's terribleThe last 5 years proved that pandemics, lockdowns, and supply chain breaks are normal risks. Excluding them from force majeure puts every one of those risks on you.
Say this instead
"I need force majeure to include pandemics, epidemics, government orders, and supply chain failures that are beyond my reasonable control. Either party can suspend obligations during a force majeure event, and terminate without penalty if it lasts more than 30 days."
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Analyze your contract free →These clauses are composite examples drawn from patterns we see in real freelance contracts. They are not copied from any specific agreement and are provided for educational purposes only. ClauseGuard is not a law firm and does not provide legal advice. Always consult a qualified attorney for any legally binding agreement.