Don't start freelance work with a
contract that won't protect you.

How it goes wrong: The contract says the fee but not when it's due, has no deposit, and no consequence for late payment. When the client stalls, you have no contractual deadline to point to — a disputed invoice falls back to "quantum meruit" (the reasonable value of services), which is uncertain and usually requires litigation to recover.

What Clausio checks: That the fee or rate, payment schedule, deposit, invoicing procedure, and late-payment consequence are all specified — and flags it if payment terms are vague or absent.

Legal basis: Restatement (Second) of Contracts § 347 — expectation-interest measure of damages for breach. New York City freelancers performing $800+ of work may also have rights under the NYC Freelance Isn't Free Act (N.Y.C. Admin. Code § 20-928), including timely-payment deadlines and a cause of action for non-payment. [Confidence: medium for Restatement; NYC statute high — educational context only, not legal advice]

How it goes wrong: No defined deliverables, no acceptance criteria, no revision limit. The client keeps asking for "one more tweak," and because the scope is open-ended you have no contractual line to point to. Courts interpret ambiguous scope against the party who drafted it (contra proferentem), so vague wording usually cuts against you.

What Clausio checks: That deliverables, acceptance criteria, a revision cap, and an out-of-scope / change-order procedure are specified rather than left open.

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

How it goes wrong: Without an IP clause, the freelancer keeps copyright in the deliverable by default — so the client may pay for a logo, app, or manuscript it doesn't legally own, and the freelancer may be unable to show it in a portfolio. This is one of the most commonly missing clauses in freelance agreements, and it surfaces only when the relationship sours.

What Clausio checks: Whether there's a work-for-hire designation and/or a written copyright assignment, and whether ownership transfers on full payment. Flags it if IP language is absent or ambiguous.

Legal basis (high confidence): 17 U.S.C. § 101 — a commissioned work is "work made for hire" only if it falls within nine enumerated categories AND a signed writing says so; most freelance deliverables don't qualify, so a written assignment is needed instead. 17 U.S.C. § 204(a) — any transfer of copyright must be in writing and signed. Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989) — a contractor's work does not automatically vest copyright in the hiring party.

How it goes wrong: No termination clause means ending a souring engagement can require proving material breach — trapping both sides. And with no "kill fee," a client who cancels halfway leaves you unpaid for work already done, with no agreed compensation for the cancellation.

What Clausio checks: That there's a start/end date or renewal terms, conditions and notice period for early termination by either side, and — critically — what gets paid for work completed if the project is cancelled.

Legal basis: Restatement (Second) of Contracts §§ 237, 241 — a party's duty to perform is suspended on the other's material breach; materiality turns on factors like the extent of deprivation of the expected benefit. [Confidence: medium — Restatement persuasive authority]

How it goes wrong: With no confidentiality clause, someone who shares your unreleased plans or data is only liable if the info qualifies as a trade secret — a hard standard. On the flip side, a client's NDA you signed may be broader than you realized (blocking portfolio use, or surviving for years). Both are the same problem: confidentiality terms nobody read carefully.

What Clausio checks: That confidential information is defined, obligations and duration are specified, portfolio/marketing carve-outs are considered, and a DTSA whistleblower-immunity notice is included (needed to preserve exemplary damages and attorney's fees under 18 U.S.C. § 1833(b)).

Legal basis (high confidence): Defend Trade Secrets Act, 18 U.S.C. § 1836 — federal civil cause of action for trade-secret misappropriation. 18 U.S.C. § 1833(b) — confidentiality agreements must give written notice of whistleblower immunity, or forfeit eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act — adopted by 48 states and DC.

How it goes wrong: No governing-law clause means a court applies conflict-of-laws rules that may land you in an inconvenient or unfavorable state. No dispute-resolution clause means a $5,000 disagreement defaults to court litigation — expensive relative to the amount, so many freelancers simply write the money off.

What Clausio checks: That governing law is named and a dispute mechanism (court, arbitration, or mediation-first) is specified. Flags it if governing law is blank.

Legal basis: Restatement (Second) of Conflict of Laws § 187 (1971) — courts enforce the parties' chosen law unless the chosen state has no substantial relationship to the deal or applying it would violate a fundamental policy of a more-interested state. Federal Arbitration Act, 9 U.S.C. § 2 (high confidence) — a written arbitration clause is "valid, irrevocable, and enforceable" save for standard contract defenses. [Confidence: medium for Restatement; FAA high]