Clause Pattern Library

Why it matters

While this protects you from indefinite review periods, make sure the acceptance timeline is reasonable (5-10 business days is standard).

What to do

Ensure the acceptance period is clearly defined and reasonable.

Alternative language

"Deliverables deemed accepted if no specific written objections received within 5 business days of delivery."

Example phrases

Why it matters

Unilateral amendment rights mean the client can change the deal after you've started work. This is extremely one-sided.

What to do

Require mutual written consent for any contract changes.

Alternative language

"Amendments require written agreement signed by both parties."

Example phrases

Why it matters

This allows the client to transfer your contract to another company without asking. You might end up working for an entity you'd never have agreed to.

What to do

Require mutual consent for assignment, or at least notification.

Alternative language

"Neither party may assign this Agreement without the other's written consent, except in connection with a merger or acquisition."

Example phrases

Why it matters

While not always critical, attribution can be valuable for building your reputation, especially for visible work.

What to do

Negotiate for credit where the work will be publicly displayed.

Alternative language

"Client shall provide reasonable credit to Contractor in project documentation and public-facing work."

Example phrases

Why it matters

Broad audit rights can be intrusive and time-consuming. They're typically unnecessary for fixed-price freelance work.

What to do

Limit audit rights to billing verification, with reasonable notice and during business hours.

Alternative language

"For hourly engagements, Client may audit time records with 7 days notice, during business hours."

Example phrases

Why it matters

Fixed rates for long-term contracts mean you can't adjust for inflation or market changes.

What to do

Add annual rate review clause or inflation adjustment.

Alternative language

"Rates may be adjusted annually by mutual agreement. At minimum, rates increase by CPI."

Example phrases

Why it matters

This treats everything as confidential, even publicly available information. You might not be able to discuss basic project details.

What to do

Limit confidentiality to truly sensitive information and add standard exclusions.

Alternative language

"Confidential Information means information marked 'Confidential' or reasonably understood to be confidential. Excludes publicly available information."

Example phrases

Why it matters

Perpetual confidentiality means you're bound forever, even after information becomes outdated or public. This is unreasonable for most business information.

What to do

Limit confidentiality to 2-5 years, which is standard for business information.

Alternative language

"Confidentiality obligations shall continue for 3 years after project completion or until information becomes public."

Example phrases

Why it matters

Auto-renewal can lock you into unwanted commitments. You should have clear notice requirements to cancel.

What to do

Require explicit renewal notice and add reminder provisions.

Alternative language

"Agreement expires on end date. Renewal requires written agreement from both parties."

Example phrases

Why it matters

Immediate deletion requirements may conflict with your business records needs or backup procedures.

What to do

Negotiate reasonable retention for business records, with sensitivity to confidential data.

Alternative language

"Contractor shall delete confidential data within 30 days of project completion. Non-confidential business records may be retained per standard practices."

Example phrases

Why it matters

If disputes must be resolved in {location}, you may face significant travel and legal costs to pursue any claims.

What to do

Negotiate for your local jurisdiction or neutral territory.

Alternative language

"Disputes shall be resolved in the jurisdiction where Contractor is located or via online arbitration."

Example phrases

Why it matters

Binding arbitration can be expensive and typically favors repeat players (companies). You waive your right to a jury trial.

What to do

Negotiate for small claims exemption and shared arbitration costs.

Alternative language

"Disputes under $10,000 may be brought in small claims court. Larger disputes subject to arbitration with costs shared equally."

Example phrases

Why it matters

If you lose a dispute, you must pay the client's legal fees, which could be substantial. This can deter you from pursuing valid claims.

What to do

Remove this clause or make it mutual with a cap on recoverable fees.

Alternative language

"Each party bears its own legal costs regardless of outcome."

Example phrases

Why it matters

If the project requires significant expenses (software, travel, etc.), you should clarify what's covered.

What to do

Define which expenses are reimbursable and the approval process.

Alternative language

"Client shall reimburse pre-approved expenses over $50 within 30 days of submission with receipts."

Example phrases

Why it matters

Without force majeure protection, you're liable even for events outside your control (natural disasters, pandemics, etc.).

What to do

Add a mutual force majeure clause covering unforeseeable events.

Alternative language

"Neither party liable for delays due to events beyond reasonable control, including natural disasters, war, or government actions."

Example phrases

Why it matters

High insurance requirements add significant cost. The required coverage should be proportional to project value and actual risk.

What to do

Negotiate coverage limits proportional to project value or request client add you to their policy.

Alternative language

"Contractor shall maintain professional liability insurance of $100,000 per occurrence, $250,000 aggregate."

Example phrases

Why it matters

This clause transfers all IP rights to the client, potentially including your pre-existing tools, templates, and methodologies. You may lose rights to reuse your own work.

What to do

Limit IP transfer to project-specific deliverables. Retain rights to pre-existing work and general methodologies.

Alternative language

"Client receives ownership of final deliverables. Contractor retains rights to pre-existing materials, general skills, and non-client-specific elements."

Example phrases

Why it matters

This clause prevents you from showcasing this work to future clients. For creatives and freelancers, portfolio pieces are essential for winning new business.

What to do

Negotiate portfolio rights, even if limited to after a delay period or with anonymization.

Alternative language

"After project completion, Contractor may display work in portfolio and promotional materials with Client attribution."

Example phrases

Why it matters

Moral rights include the right to be credited for your work and to prevent its distortion. Waiving these means the client can modify your work without credit.

What to do

Retain moral rights or limit the waiver to specific use cases.

Alternative language

"Contractor retains moral rights. Client may make reasonable modifications for business purposes."

Example phrases

Why it matters

This could give the client ownership of personal projects or innovations unrelated to the contract work.

What to do

Limit invention assignment to work directly related to the project.

Alternative language

"Inventions conceived and developed using Client resources and directly related to project scope belong to Client."

Example phrases

Why it matters

Without a liability cap, you could be held responsible for damages far exceeding your project fee. This is a major financial risk.

What to do

Add a liability cap, typically equal to fees paid or a multiple thereof.

Alternative language

"Contractor's total liability shall not exceed the total fees paid under this Agreement."

Example phrases

Why it matters

This broad indemnification clause makes you responsible for legal claims against the client, potentially including their own mistakes or negligence.

What to do

Limit indemnification to claims arising from your actual work and exclude client negligence.

Alternative language

"Contractor shall indemnify Client for third-party claims arising directly from Contractor's proven negligence or willful misconduct."

Example phrases

Why it matters

Consequential damages can include lost profits, business interruption, and other indirect losses that could far exceed your project fee.

What to do

Exclude consequential damages from your liability.

Alternative language

"Neither party shall be liable for consequential, incidental, or indirect damages."

Example phrases

Why it matters

Broad non-competes can prevent you from working in your entire industry. This significantly limits your future opportunities.

What to do

Limit non-compete to specific named competitors and a reasonable time period (6-12 months).

Alternative language

"During the project and for 6 months after, Contractor shall not work for [Specific Competitor A] or [Specific Competitor B]."

Example phrases

Why it matters

A {duration} non-compete severely limits your career options. Courts often find periods over 12 months unreasonable for freelancers.

What to do

Negotiate to reduce the non-compete period to 6-12 months maximum.

Alternative language

"Non-compete restrictions shall apply for 6 months following project completion."

Example phrases

Why it matters

This prevents you from working directly with the client's customers, even if they approach you independently.

What to do

Limit to active solicitation and add exception for inbound inquiries.

Alternative language

"Contractor shall not actively solicit Client's customers. Exception for inbound inquiries not initiated by Contractor."

Example phrases

Why it matters

While reasonable for direct poaching, this shouldn't prevent employees from independently applying to work with you.

What to do

Limit to active recruitment and add exception for public job postings.

Alternative language

"Contractor shall not directly recruit Client's employees. General job postings not prohibited."

Example phrases

Why it matters

This clause requires the client to pay within {days} days of invoice. Industry standard is Net 30. Longer terms mean you're essentially providing an interest-free loan.

What to do

Request Net 30 payment terms, or negotiate for a 50% upfront deposit.

Alternative language

"Payment shall be due within thirty (30) days of invoice date."

Example phrases

Why it matters

This clause ties payment to the client's subjective satisfaction. Without objective criteria, the client could endlessly request changes or refuse payment.

What to do

Replace with objective acceptance criteria and limit revision rounds.

Alternative language

"Payment upon completion of deliverables as specified in Schedule A. Client shall have 5 business days to request revisions, limited to 2 rounds."

Example phrases

Why it matters

This 'pay-when-paid' clause means you only get paid if the client's customer pays them. You bear the risk of their business relationships.

What to do

Remove this clause entirely. Your payment should not depend on third parties.

Alternative language

"Payment shall be due within 30 days of invoice, regardless of Client's receipt of payment from third parties."

Example phrases

Why it matters

Without a kill fee, the client can cancel at any time and you receive nothing for work already completed. This is especially risky for projects requiring significant upfront investment.

What to do

Add a kill fee clause that compensates for work completed plus cancellation costs.

Alternative language

"Upon termination, Client shall pay for all work completed to date, plus a cancellation fee of 25% of the remaining contract value."

Example phrases

Why it matters

While reasonable for confidential projects, this may prevent you from announcing major client wins.

What to do

Negotiate ability to mention client name and general project type after completion.

Alternative language

"After project completion, Contractor may reference Client name and general project description for marketing purposes."

Example phrases

Why it matters

This 'entire agreement' clause voids any verbal promises made before signing. Make sure everything important is in the written contract.

What to do

Before signing, ensure all important promises are included in the written agreement.

Alternative language

"This Agreement, including attachments, constitutes the entire agreement. [Include all verbal commitments as attachments]"

Example phrases

Why it matters

This prevents you from sharing performance data, which may limit your ability to demonstrate results to future clients.

What to do

Clarify that anonymized case studies are permitted.

Alternative language

"Anonymized case studies and aggregated metrics may be shared after project completion."

Example phrases

Why it matters

Unlimited revisions create scope creep risk. Combined with a satisfaction clause, this could mean endless unpaid work.

What to do

Set a specific number of revision rounds, with additional rounds billed separately.

Alternative language

"Contract includes 2 rounds of revisions. Additional revisions billed at $X per round."

Example phrases

Why it matters

Vague deliverable definitions like 'as needed' leave room for scope expansion without additional compensation.

What to do

Request a detailed scope document listing all specific deliverables.

Alternative language

"Deliverables are limited to items explicitly listed in Schedule A. Changes require written amendment."

Example phrases

Why it matters

This allows the client to expand the project without paying more. Scope changes should trigger price and timeline adjustments.

What to do

Add a change order process requiring written approval and price adjustment for scope changes.

Alternative language

"Scope changes require written change order. Pricing and timeline adjustments will be mutually agreed before work proceeds."

Example phrases

Why it matters

This prevents you from using subcontractors, limiting your flexibility to scale or bring in specialists.

What to do

Negotiate ability to subcontract with client approval, while remaining responsible for quality.

Alternative language

"Contractor may engage subcontractors with Client's prior written approval. Contractor remains responsible for all work quality."

Example phrases

Why it matters

Immediate termination without notice leaves you without time to transition or wind down. This is especially problematic for ongoing projects.

What to do

Require reasonable notice period (14-30 days) for termination.

Alternative language

"Either party may terminate with 30 days written notice. Payment for work completed remains due."

Example phrases

Why it matters

This creates an unbalanced relationship where the client can exit easily but you're locked in. Both parties should have similar termination rights.

What to do

Negotiate equal termination rights for both parties.

Alternative language

"Either party may terminate with 14 days written notice for convenience, or immediately for material breach."

Example phrases

Why it matters

This allows parties not involved in the contract to make claims against you. You could face liability to unknown third parties.

What to do

Exclude third-party beneficiary rights or limit to clearly specified parties.

Alternative language

"This Agreement does not create any third-party beneficiary rights."

Example phrases

Why it matters

'Time is of the essence' makes deadlines legally binding. Combined with penalties, you bear all schedule risk even for client-caused delays.

What to do

Add provisions for deadline extensions when delays are caused by client or external factors.

Alternative language

"Deadlines extend by the duration of any client-caused delays. Penalties waived for delays outside Contractor's control."

Example phrases

Why it matters

Broad warranties like 'free of all defects' are impossible to guarantee. You shouldn't warrant things outside your reasonable control.

What to do

Limit warranties to professional standards and specific agreed requirements.

Alternative language

"Contractor warrants work will be performed in a professional manner consistent with industry standards."

Example phrases

Why it matters

A {duration} warranty period means you're responsible for fixes long after the project ends, often without additional compensation.

What to do

Limit warranty to 30-90 days post-delivery, with paid support after.

Alternative language

"Contractor warrants work for 30 days after delivery. Extended support available at hourly rates."

Example phrases

Why it matters

On-site requirements add commute time and costs. For most freelance work, this isn't necessary.

What to do

Negotiate remote work with occasional on-site as needed.

Alternative language

"Contractor may perform work remotely. On-site meetings as mutually agreed, with travel expenses reimbursed."

Example phrases

Why it matters

Fixed hour requirements may indicate misclassification. As a freelancer, you typically control your own schedule.

What to do

Negotiate for deliverable-based work rather than hourly requirements.

Alternative language

"Contractor shall complete deliverables by agreed deadlines. Specific hours not required."

Example phrases