Freelancing is fun, but dealing with contracts can be tricky. If you're just starting out, you may have questions about how to draft a contract or don't know what common clauses are used in freelance contracts. Here are six important aspects to pay attention to -
Have a written contract for each job.
Having a written contract for each job is essential. The contract should cover all aspects of the job: what will be done, when it will be done, how much it will cost, and who owns the copyright to the work when it’s finished.
The payment terms should be clear. When you’ll get paid, how much and in what form (cash or check? Paypal or wire transfer?). You should also agree on details like whether your client can withhold payment until they are happy with your work.
If you’re working on a complex project that involves other freelancers or companies, make sure everyone understands who is responsible for what so you don’t get blamed if someone else messes up.
Non-negotiable Must-haves
Given the significance of contracts for your business, if you do a great job at writing contracts, they'll work like a charm: they'll be functional, enforceable documents that help ensure that you get paid on time without any hassle. If you don't take the time to create thorough contracts (or worse—if you use a boilerplate contract), then you're risking all sorts of mayhem.
Indemnity clause
Indemnity clauses are a critical part of any freelancer's contract. They serve to shift the burden of any legal liability from your client to you, the contractor. With an indemnity clause in place, your client can rest easy knowing that if anything goes wrong with the project (or its use by them), they will not be held liable for it.
Without one, depending on how things go down, you could end up being sued for big bucks by your client for damages caused by something as simple as a typo or fact error that was overlooked during a QA process. That's why it's important to include an indemnity clause in all of your freelance contracts
Confidentiality Agreement or non-disclosure agreement
A confidentiality or nondisclosure agreement - this is especially important if your client will have access to any trade secrets or private information. This clause helps protect those pieces of information by making it legally clear to everyone involved exactly what is confidential and how it should be protected.
Assignment
An assignment clause - this makes sure that whatever rights belong to you still belong to you even if the client ends up being sold or reorganized.
Termination
A termination clause - this prevents clients from bailing at the last minute, leaving you high and dry (and unpaid). It also allows for either party to terminate the agreement if things just aren't working out between the two of you.
Include a statement that all previous negotiations have been merged into the contract.
The merger clause, also known as an integration or entire agreement clause, should include the following statements: (1) the contract represents the entire understanding between the parties and that there are no other oral agreements; (2) modifications to the contract must be in writing and signed by both parties; and (3) any prior discussions or agreements have been merged into this contract.
Use plain language.
We tend to talk about legal writing in terms of “legalese” or “jargon.” We use these terms to describe sentences that are dense, difficult to understand, and hard to follow. For example, a sentence like this one is not easy for the average person to understand: “All fees will be reimbursed at the time of disbursement if payment is received within 90 days of postmarking.” But it could be rewritten (with requisite changes) as: “You will get your money back after we receive your payment if you pay within 90 days of mailing it.”
Don't sign anything without knowing what it means!
- Always remember that you have the right to not sign a contract. Don’t sign it until you fully understand what it means.
- We know that this goes without saying, but we will say it: Make sure you understand your contract before signing it. If there's legal jargon in the contract, try to get a translation for non-lawyer types (here are some examples of common legal terms and what they mean). And make sure your questions about the meaning of any parts of the contract are answered before you sign on the dotted line.
- In general, if there aren't any specific terms that need explaining in plain English (like a new definition for "third-party"), then just make sure you read through all of it and that none of the terms appear to contradict each other or seem out of line with industry-standard practices. Some contracts may contain clauses that are unfair or unreasonable, which will give you an easy way out if things go sour with your client.
A little time spent on legal education now can save a lot of hassle down the line
It's always a good idea to check the terms of any contract before you sign it. These five tips are by no means exhaustive, but they should help you better understand what you should be looking out for before taking on any freelance jobs. And best of all, if you ever find yourself spending too much time reviewing your contracts, consider using speedlegal.io. It's a great resource that can help you get your contracts analyzed quickly and efficiently.