Free freelance contract template
with every clause that matters.

Why it matters: Courts require an identifiable offeror and offeree for contract formation. A mislabeled party — a personal name when a business entity should be the signatory, 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: An undefined scope creates disputes about what was promised and opens the door to scope creep. Courts interpret ambiguous scopes against the drafter (contra proferentem) — the client may end up paying for work that doesn't meet unstated expectations, or the contractor may owe work never contemplated.

What Clausio checks: That deliverables, acceptance criteria, and timeline are specified rather than left open-ended.

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 contractor's only remedy on a disputed invoice is quantum meruit — the reasonable value of services — which is uncertain and requires litigation. No late-payment clause means the client has no contractual incentive to pay on time.

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

Legal basis: Restatement (Second) of Contracts § 347 — measure of damages for breach (expectation interest). Note: New York City freelancers engaging in work 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 this clause, a freelancer (independent contractor) retains copyright in their deliverables by default. The client may discover it paid for a logo, software UI, or written content it does not legally own. This is one of the most commonly missing clauses in freelance agreements.

What Clausio checks: Whether the contract includes a work-for-hire designation and/or a written copyright assignment. Flags if IP ownership language is absent or ambiguous.

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 enumerated categories AND a signed written instrument designates it as such. Most freelance deliverables (standalone software, illustrations, novels) do 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 are not valid. 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: Without a confidentiality clause, a contractor who learns unreleased product plans, pricing, or customer data and later shares it is only liable if the information qualifies as a trade secret — a much harder standard to prove than breach of contract. A clear confidentiality clause creates a distinct contractual cause of action with agreed remedies.

What Clausio checks: That confidential information is defined, obligations are specified, and a DTSA whistleblower immunity notice is included (required by federal law for agreements with employees or contractors).

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 the DTSA whistleblower immunity; failure forfeits eligibility for exemplary damages and attorney's fees. Uniform Trade Secrets Act (UTSA) — adopted by 48 states and DC, providing parallel state-level protection.

Why it matters: Misclassifying a contractor as an employee triggers liability for unpaid payroll taxes, unemployment insurance, workers' compensation, overtime pay, and benefits — potentially retroactively. A clause documenting IC status and the indicia of the relationship strengthens the classification, though it does not override how the parties actually operate.

What Clausio checks: That the agreement states IC status, specifies that the contractor controls their own methods, uses their own tools, and is responsible for their own taxes.

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. Note: California applies the ABC test (Lab. Code § 2750.3 / AB5), which is significantly stricter than the IRS test. 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: Without termination provisions, ending an engagement may require proving material breach — leaving both parties trapped. "For convenience" termination rights give flexibility but must be paired with payment-for-work-completed provisions to be fair to the contractor.

What Clausio checks: That the agreement specifies a start date and end date (or renewal terms), conditions for early termination by either party, notice periods, and what gets paid on termination.

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

Why it matters: Without a liability cap, a freelancer who delivers faulty work could face damages that dwarf the contract fee — including the client's lost business revenue. Exclusion of consequential damages is often the most important risk-allocation tool in a service contract.

What Clausio checks: That a liability cap exists and that categories of excluded damages (indirect, consequential, lost profits) are specified.

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 mutual indemnification, a client sued by a third party over the contractor's deliverable has no contractual right to be defended or held harmless. Conversely, a broad one-sided indemnity can obligate a freelancer to cover the client's own negligent conduct — which may be unenforceable and is underinsurable.

What Clausio checks: That indemnification obligations are mutual (or clearly one-sided with notice), that they exclude coverage for the indemnitee's own sole negligence, and that they are not facially void under applicable anti-indemnity statutes.

Legal basis: General contract law — indemnification as contractual risk allocation (Restatement (Second) of Contracts, general principles). Approximately 46 states have anti-indemnity statutes (primarily in construction contexts) that void provisions requiring indemnification for a party's own sole negligence or willful misconduct. [Confidence: medium — anti-indemnity statutes most squarely target construction; applicability to professional service IC agreements varies by state]

Why it matters: Without a choice-of-law clause, courts apply conflict-of-laws analysis that may select an inconvenient or unfavorable state's law. Without a dispute resolution clause, a $5,000 freelance dispute defaults to state-court litigation — expensive relative to the amount in dispute.

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

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).