Free copywriter contract template
with every clause that protects your work.

Why it matters: Courts require an identifiable offeror and offeree for contract formation. A mislabeled party — a personal name when a business entity should sign, or a signatory who lacks authority to bind the company — can void the agreement or shift liability to the wrong person.

What Clausio checks: That both parties are identified by legal name, that any company is identified as a legal entity (LLC, Corp, etc.), and that the signatory role is specified.

Legal basis: Restatement (Second) of Contracts §§ 9, 12–17 (1981) — contract formation requires identifiable parties with legal capacity; lack of capacity renders the contract voidable. [Confidence: medium — Restatement is widely adopted persuasive authority; ALI text is paywalled]

Why it matters: "Website copy" is not a deliverable — it is an invitation to a dispute. Without specifying the exact pages, pieces, word counts, and formats, neither side has a shared definition of "done," and the client may claim the writer owes more work than was intended.

What Clausio checks: That deliverables are specified by type and quantity (e.g., "five landing pages, up to 500 words each"), that the format for delivery is stated, and that a deadline or turnaround window is included.

Legal basis: Restatement (Second) of Contracts §§ 201–203 (1981) — ambiguities in a standardized agreement are construed against the party who supplied the language (contra proferentem). [Confidence: medium — Restatement persuasive authority]

Why it matters: Without agreed payment terms, a copywriter's only legal remedy for a disputed invoice is quantum meruit — the reasonable value of services — which requires litigation to establish and is inherently uncertain. Specifying a deposit, milestone payments, and a final-payment trigger (e.g., delivery of approved final draft) closes that gap.

What Clausio checks: That the project fee or hourly rate, deposit amount, payment schedule, invoicing procedure, and late-payment consequences are all specified. Flags if payment terms are absent entirely.

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach is the expectation interest. New York City copywriters on contracts over $800 may also have rights under the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928). [Confidence: medium for Restatement; NYC statute high]

Why it matters: Without a revision cap, a client can request unlimited rounds of changes at no additional cost — effectively converting a fixed-fee project into an unbounded commitment. Equally, without an acceptance procedure, a client can delay signoff indefinitely while the copywriter waits to receive final payment.

What Clausio checks: That the number of included revision rounds is specified, that out-of-scope revision requests are defined and priced, and that a deemed-acceptance period is included (e.g., copy is accepted if the client does not respond within a set number of days).

Legal basis: General contract law — acceptance is a required element of contract formation and performance (Restatement (Second) of Contracts §§ 50, 58). A deemed-acceptance clause creates a contractual standard for completion in place of an open-ended approval loop. [Confidence: medium — Restatement persuasive authority]

Why it matters: This is the most commonly missing clause in copywriting contracts. Without a written copyright assignment, the copywriter retains copyright in all the copy they write — website pages, ad copy, email sequences, white papers — regardless of payment. The client may discover months later that it does not legally own the content it has been publishing.

What Clausio checks: Whether the contract includes a written copyright assignment (triggered on full payment). Flags if IP ownership is absent or ambiguous. Also checks that the writer's pre-existing frameworks, prompts, and templates are excluded from the assignment so the writer retains their own tools.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is a "work made for hire" only if it falls within one of nine statutory categories AND a signed written instrument designates it as such. Most freelance copy does not qualify — a written copyright assignment is required instead. 17 U.S.C. § 204(a) — any transfer of copyright ownership must be in writing and signed; oral agreements do not transfer copyright. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — the Supreme Court held that an independent contractor's work does not automatically vest copyright in the hiring party.

Why it matters: When a client cancels a project mid-stream, the copywriter has already invested time and may have turned away other work to keep the slot available. Without a written kill-fee clause, the writer may receive nothing beyond any deposit already paid — and enforcing payment for work completed requires litigation under quantum meruit, which is uncertain and costly relative to the fee at stake.

What Clausio checks: That a kill-fee percentage is specified, that the trigger (when cancellation takes effect) is defined, and that the clause addresses ownership of draft materials produced before cancellation.

Legal basis: Restatement (Second) of Contracts § 347 — the non-breaching party is entitled to the expectation interest. A kill-fee clause liquidates that interest contractually, avoiding the need to prove and quantify damages in court. [Confidence: medium — Restatement persuasive authority]

Why it matters: Copywriters regularly work with unreleased product information, pricing strategies, campaign plans, and proprietary brand voice guidelines. Without a confidentiality clause, the client's only remedy for unauthorized disclosure is trade secret law — a harder standard than breach of contract, requiring proof that the information qualifies as a trade secret.

What Clausio checks: That confidential information is defined, the writer's obligations are specified, and a DTSA whistleblower-immunity notice is included (required to preserve eligibility for exemplary damages and attorney's fees under 18 U.S.C. § 1833(b)).

Legal basis (high confidence): Defend Trade Secrets Act (DTSA), 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation; remedies include injunctions, actual damages, and up to doubled damages for willful misappropriation. 18 U.S.C. § 1833(b) — parties entering confidentiality agreements must provide written notice of DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC.

Why it matters: Misclassifying a copywriter as an employee triggers liability for unpaid payroll taxes, unemployment insurance, and benefits — potentially retroactively. Documenting IC status in the agreement strengthens the classification, though it does not override how the parties actually operate in practice.

What Clausio checks: That the agreement states IC status, specifies that the writer controls their own methods and schedule, works for multiple clients, and is responsible for their own taxes and insurance.

Legal basis (high confidence): IRS Common-Law Test — three categories: (1) behavioral control, (2) financial control, (3) type of relationship. No single factor is determinative. IRS guidance. California applies the ABC test (Lab. Code § 2750.3 / AB5), which is significantly stricter. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — same multi-factor agency test applies to work-for-hire and IC classification.

Why it matters: A copywriter who produces inaccurate advertising copy or a missed regulatory disclosure could theoretically face liability for the client's downstream losses — fines, customer claims, or lost campaign revenue — that dwarf the copywriting fee. A liability cap set at the total contract value is standard in professional-services agreements.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost profits, lost business revenue) are specified. Flags if there is no cap or if it is one-sided.

Legal basis (high confidence): UCC § 2-719 — parties may contractually limit or exclude consequential damages unless unconscionable; limitation of commercial consequential damages is not prima facie unconscionable. Generally enforceable in US B2B contracts; courts apply heightened scrutiny for gross negligence or willful misconduct.

Why it matters: Without a choice-of-law clause, courts apply conflict-of-laws analysis that may select a state whose rules on non-solicitation, IC classification, or copyright differ from what both parties expected. Without a dispute resolution clause, a $3,000 copywriting fee dispute defaults to state-court litigation that costs more than the amount at stake.

What Clausio checks: That governing law and venue are specified, and that a dispute resolution mechanism (arbitration, mediation-first, or court) is named.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen governing law unless the chosen state has no substantial relationship to the transaction, or applying it would violate a fundamental policy of the state with the greater interest. [Confidence: medium]
Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause "shall be valid, irrevocable, and enforceable" save for standard contract defenses (fraud, unconscionability, duress).