“Sign the contract, or nothing is real”

Just as a startup founders need to be aware of the intricacies of agreements and contracts or have someone who can assist them with such issues, a freelancer must know about freelance agreements. Admittedly, a freelancer does not have the benefits of a startup lawyer or otherwise to guide him/her through the whole process of contract drafting and vetting. However, undertaking freelance work without a freelance contract in place, be it an offline job or an online job, may lead to a lot of differences.

Nevertheless, it is possible for you to negotiate a comprehensive contract without a lawyer.
No, downloading different kinds of sample templates and sample agreements from Internet will not help you.

What if you, as a freelancer are being asked to work that you never agreed to or would have agreed to? There is a risk of payment being withheld in case you say no.  What if you, as a client are not satisfied with the freelancer’s work? It could lead to bitter differences.

A freelance contract helps in clarifying the terms of your relationship with your client and related expectations. You will know exactly what your client expects from you and your client will know exactly how much you expect to be paid. In case of any disagreement in future, the parties will always be able to resolve them by referring to the contract.

A freelance contract makes you look professional. If you are negotiating a freelance contract, your potential clients will know that you know what you are doing. They will think twice before breaching the pre-agreed terms since they know you are not remediless.

You can draft a contract yourself without consulting a lawyer. Using simple language is the best way to avoid any confusion. Think of a contract as a document that lays down your duties and demands. A simply worded yet comprehensive and detailed contract is what you should attempt to draft.

The most important element in any freelance contract is pricing. After all, hey, being a freelancer does not mean that you will work for free, right? Make your rates clear and specific. Do you charge by hour? Or, do you charge per assignment? What is your preferred mode of payment? How will extra work be charged? Do you want to be paid before the assignment or after submitting the assignment? Do you intend to charge a monthly retainer? We suggest that you should also add a representation by your client that he/she will make the required payments in time.

Yes, all of us have done freelancing at one point or other. In our experiences, it is always better if freelancers negotiate and decide such issues at the initial stage itself. Nearly half of the freelancing arrangements cease to exist because of differences on this issue.

Negotiate a ‘kill fee’. A ‘kill fee’ is given to the freelancer if his/her article/work is "killed" or cancelled.  It is usually a percentage of the originally agreed amount. A ‘kill fee’ will reduce your client’s arbitrariness to a considerable extent and will give you confidence to work on the assignment.

Describe the assignment clearly. Are you a freelance designer? Lay down your tasks clearly and describe them in detail. Are you a freelance writer? Lay down the number of articles you are being asked to write? How long should the articles be? Do not feel awkward while including simplest of the details. More detailed, more the merrier. However, it is not necessary to make it more descriptive then necessary. What is important is to describe it with sufficient clarity.

How does the arrangement end? Do you have to give a notice? Who owns the copyright over work after the assignment comes to an end? Think about your exit strategy carefully. Ensure that you have a comfortable exit route at all times.

Do you want to allow your client to use your work in ways other than what was originally expressed by the client? Yes? Give the client full ownership. No? Include a clause, which prevents the client from doing so.  It is important to prevent your work and ensure that it is not used without your consent.

Reserve your right to modify pricing if the scope of work changes. This clause is a lifesaver! Often, your clients ask you to modify the work or do it the way they want it to be done. If you have a right to modify the pricing in such case, the client will know that they will have to pay extra for any additional requirements.

Include your and your client’s responsibilities. Does your client want absolute confidentiality? Do you want your client to resolve differences in good faith by discussions and negotiations? Do you want to be answerable to only one person in your client’s organization? From our personal experiences, it is better if you decide upon one point of contact in your client’s organization? You do not want many people suggesting revisions and changes to your work, do you? Too many cooks have always spoiled our broth.

Include the deadlines in the agreement. It brings certainty on the table. It also allows you to not waste your time in asking client about the deadlines regularly and rather focus only on your work. Needless to say, it will also help you schedule your future tasks properly.

Protect yourself by inserting a non-exclusivity clause. Even an independent heart can be curtailed by a contract. A client may assume that you will work exclusively for him/her. If you do not want that, state your relationship with the client clearly in the contract.  Clarify that you are an independent professional and that the relationship is not a non-exclusive one.

Insert a Choice of Law or Governing Law clause in the contract. Usually, the sample contract templates do not have such clauses. By a choice of law clause, you can choose the courts that will have exclusive jurisdiction to decide your dispute. This clause is a ‘must-have’ clause if you are dealing with foreign clients.

Negotiate indemnities with your client. Indemnity is an assurance by which one party secures the other against any future loss. Usually, the clients protect their interests against any third party issues by inserting such a clause. You, as a freelancer, may do the same.  This will prevent the third parties to proceed against you for any client-related issues.

Do not forget to sign the contract and get it signed by your client. The signatures express parties’ consent to be bound by the contract. Nothing is real till the contract is signed.