Freelance contract checklist: what to put in a freelance contract (with wording to copy)

A freelance contract doesn't need to be long. It needs to say what you'll deliver, what you'll be paid and when, who owns the work, and what happens if plans change. This guide is a clause-by-clause checklist, what official copyright rules in the US, UK and Canada say about who owns commissioned work, what to look for when a client sends their own contract, and wording you can adapt.

The clause list, the checks and the wording are general practice (ours), not a legal standard or a template from any agency. The official pages quoted (US Copyright Office; govinfo.gov; IRS; legislation.gov.uk; Justice Laws Website; Canada Revenue Agency) were checked against those pages on 2026-10-15 (UK consumer definition on 2026-10-14). Not written or reviewed by a lawyer.

Short answer

• Cover the basics in writing: who the parties are, the scope, the timeline, the price and payment terms, how changes work, who owns the work, confidentiality, how either side can end it, and which law applies. The checklist table below has each one.
• Ownership doesn't pass just because the client paid. In the US, UK and Canada the person who creates the work owns the copyright first (unless it's an employee's work or, in the US, a qualifying work made for hire), and a transfer has to be in writing and signed (section three). Say in the contract what passes, and when.
• Calling yourself an independent contractor doesn't settle your tax status; how you actually work does (section four).
• Small job? A signed proposal or quote with terms can be the agreement. Bigger or ongoing work usually gets a contract plus a statement of work (see our onboarding guide).

1. Contract, statement of work or signed proposal?

• One document is often enough for a small job: a proposal or quote with your terms, accepted in writing.
• Ongoing clients often sign one contract (the terms that stay the same) and a short statement of work per job. Our client onboarding guide has a table of what usually goes in each.
• Some places require a written contract for freelance work and list what it must say, including New York City, New York State and Illinois. The thresholds and lists are in our proposal guide; if one of them applies, check your contract has every item.

2. The clause checklist

The clauses most freelance contracts cover, what each one settles, and a common problem to watch for. This list is ours (general practice), not an official one, and not every job needs every line:

Already covered in our other guides, so not repeated here: payment terms and late fees (payment terms wording), deposits and whether they're refundable (deposits guide), change orders (scope creep wording), choosing fixed price or hourly (fixed price vs hourly) and processor terms for personal data (onboarding guide).

3. Who owns the work: copyright

This clause is easy to leave out, and it decides who can reuse, change or resell the work. The default in all three countries we checked is that the creator owns the copyright first, and that a transfer must be written and signed:

• US: "Copyright in a work protected under this title vests initially in the author or authors of the work." (17 U.S.C. 201(a)). A "work made for hire" belongs to the hiring party, but for someone who isn't an employee it covers only "a work specially ordered or commissioned for use as a contribution to a collective work, as a part of a motion picture or other audiovisual work, as a translation, as a supplementary work, as a compilation, as an instructional text, as a test, as answer material for a test, or as an atlas, if the parties expressly agree in a written instrument signed by them that the work shall be considered a work made for hire." (17 U.S.C. 101). Otherwise the rights have to be transferred: "A transfer of copyright ownership, other than by operation of law, is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent." (17 U.S.C. 204(a)).
• UK: "The author of a work is the first owner of any copyright in it, subject to the following provisions." For employees, section 11 adds that where a work "is made by an employee in the course of his employment, his employer is the first owner of any copyright in the work subject to any agreement to the contrary." (Copyright, Designs and Patents Act 1988, section 11). And: "An assignment of copyright is not effective unless it is in writing signed by or on behalf of the assignor." (section 90(3)).
• Canada: "Subject to this Act, the author of a work shall be the first owner of the copyright therein." (Copyright Act, section 13(1)). For employees, "the person by whom the author was employed shall, in the absence of any agreement to the contrary, be the first owner of the copyright" (section 13(3)). An assignment or licence: "no assignment or grant is valid unless it is in writing signed by the owner of the right in respect of which the assignment or grant is made, or by the owner’s duly authorized agent." (section 13(4)).

Moral rights (the right to be named as the author and to object to harmful changes) are separate from copyright in the UK and Canada. Canada: "Moral rights may not be assigned but may be waived in whole or in part." and "An assignment of copyright in a work does not by that act alone constitute a waiver of any moral rights." (Copyright Act, sections 14.1(2) and 14.1(3)). UK: "Any of those rights may be waived by instrument in writing signed by the person giving up the right." (Copyright, Designs and Patents Act 1988, section 87(2)). If the client needs to change your work freely, the contract usually says whether you waive them.

Practical reading (ours):

• Decide assign or licence. Assigning gives the client the copyright; a licence lets them use the work while you keep it. Clients who want to change or resell the work usually want an assignment.
• Tie the transfer to full payment, so ownership and payment move together.
• Keep your existing materials (templates, code libraries, tools) and license them to the client, or they may end up in the assignment.
• List third-party items (fonts, stock, plugins). You can't assign what you only licensed.

4. "Independent contractor" wording and tax status

Most freelance contracts say you're an independent business. That's worth writing, but tax agencies look at how the work actually happens:

• US (IRS): "Although a contract may state that the worker is an employee or an independent contractor, this is not sufficient to determine the worker’s status." "How the parties work together determines whether the worker is an employee or an independent contractor." (IRS: Type of relationship).
• Canada (CRA): "In other words, all of the facts, including the actual terms and conditions of employment, determine a worker's employment status, not just the intention." (CRA: Employee or Self-employed (RC4110)).

Practical reading (ours): write the clause to match reality (your own methods, hours, equipment and other clients), and don't sign terms that contradict it, such as fixed office hours or the client's staff rules. We didn't check HMRC's guidance for this page; our fixed price vs hourly guide quotes HMRC on pay basis.

5. Signing: paper, e-signature or email

• US: the Electronic Signatures in Global and National Commerce Act (E-SIGN) says "a contract relating to such transaction may not be denied legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation." (15 U.S.C. 7001(a), govinfo.gov, US Code 2024 edition).
• UK: the Electronic Communications Act 2000 says an electronic signature, and its certification, "shall each be admissible in evidence in relation to any question as to the authenticity of the communication or data or as to the integrity of the communication or data." (section 7(1)). That's about evidence; we didn't check other UK rules on e-signatures.
• Canada: e-signature rules are mostly provincial; we didn't check them for this page.

Practical reading (ours): whichever way you sign, keep a dated copy of exactly what was agreed. Remember the copyright rules in section three need a signed, written transfer. Accepting a proposal by reply is covered in when the client says yes.

6. If the client sends their own contract

Larger clients often send their own. Read it against your quote before you sign. Things worth checking (ours, not an official list):

Asking for changes is normal. There's a reply to copy in section eight. If a clause could cost you more than the job is worth, see when to get legal advice.

7. If your client is a consumer

Most freelancers work for businesses. If you sell to people buying for personal use, consumer law can override what the contract says. One example we checked; elsewhere, check locally:

• UK: the Consumer Rights Act 2015 defines a consumer: "“Consumer” means an individual acting for purposes that are wholly or mainly outside that individual's trade, business, craft or profession." (legislation.gov.uk). And: "An unfair term of a consumer contract is not binding on the consumer." "A term is unfair if, contrary to the requirement of good faith, it causes a significant imbalance in the parties' rights and obligations under the contract to the detriment of the consumer." (section 62, up to date on or before 15 October 2026).

Our quote guide has UK and Ontario notes on consumer prices and estimates.

8. Wording to copy

Replace everything in [brackets] and delete what doesn't apply. These are ours, not from any agency or lawyer. Use them as a starting point, not as a finished contract.

Parties and independent business

This agreement is between [your name or business name], [address] ("the Freelancer"), and [client's legal name], [address] ("the Client").
The Freelancer works as an independent business, not as the Client's employee: the Freelancer decides how, where and when the work is done, uses their own equipment, and may work for other clients.
The services are described in [the proposal / statement of work] dated [date], which forms part of this agreement.

Ownership, existing materials and third-party items

Ownership: when the Client has paid all invoices for this project in full, the Freelancer assigns to the Client the copyright in the final deliverables listed in [the proposal / statement of work]. Until then, the Client may use drafts only to review the work.
Existing materials: tools, templates, code, designs and know-how the Freelancer had before this project, or makes for general use, stay the Freelancer's. The Client gets a [non-exclusive, permanent] licence to use them as part of the deliverables.
Third-party items: fonts, stock images, plugins and software are licensed on their own terms, listed in [the handover note], and bought in [the Client's / the Freelancer's] name.
[Moral rights (UK, Canada and other places that have them): the Freelancer waives their moral rights in the final deliverables / keeps the right to be named as their author.]

A licence instead of ownership

Licence: the Freelancer keeps the copyright in the deliverables. Once all invoices are paid, the Client has a [exclusive / non-exclusive] licence to use them for [purpose], in [countries or worldwide], for [period or "as long as the copyright lasts"]. [The Client may / may not] change the deliverables or let others use them.

Portfolio, confidentiality, cancellation, liability and law

Portfolio: the Freelancer may show the finished work in their portfolio and name the Client as a client [from the Client's launch date / unless the Client says no in writing]. Nothing confidential will be shown.
Confidentiality: each side keeps the other's non-public information confidential and uses it only for this project. This doesn't cover information that is already public, or that the law requires to be shared.
Cancellation: either side may end this agreement with [notice period] written notice. The Client pays for work done up to the end date, plus [cancellation fee, if any]. The deposit is [refundable / not refundable] as set out in [the payment terms]. Once paid, the Freelancer hands over the work completed so far.
Liability: the Freelancer's total liability under this agreement is limited to [the fees paid for this project], except where the law doesn't allow a limit.
Law: this agreement is governed by the law of [country, state or province]. If there's a disagreement, both sides will first try to settle it by [a call / written proposals] before [court / mediation].

Signatures

Agreed:
[Client's legal name] — signed by [name and role], date [date]
[Your name or business name] — signed by [your name], date [date]
Or, if you agree by email: reply "I agree to the agreement dated [date]" from [the email address you use for this project].

Replying to a client's contract

Subject: Re: contract for [project]

Hi [name],

Thanks for sending the contract. Before I sign, could we change a few points?

— Ownership: the copyright in the final deliverables passes to you once the invoices are paid. My existing tools and templates stay mine, with a licence for you to use them in the work.
— Liability: capped at [the fees for this project].
— [Non-compete / exclusivity]: limited to [named competitors / the project period].
— Payment: as in my quote of [date] ([deposit and due dates]).

Happy to go through it on a call if that's easier.

Thanks,
[your name]

Payment terms, deposit and change-order wording: payment terms, deposits, change orders.

9. Before you sign: checklist

• The parties' legal names and who signs for the client.
• Scope, deliverables, exclusions and the client's responsibilities match your quote or proposal.
• Price, deposit, due dates, currency and late fees match what you agreed (payment terms).
• A change process and a set number of revision rounds.
• Ownership: assign or licence, which deliverables, on full payment; your existing materials kept; third-party items listed.
• Portfolio use, confidentiality and any personal-data terms.
• How either side can end it, and payment for work done.
• Any liability cap, non-compete or indemnity read and understood.
• Governing law; if a written-contract law applies to you (NYC, NYS, Illinois), every listed item is there.
• Signed or accepted in writing, and both sides keep a copy.

Free tools and kits

• Free quote and estimate generator: a quote with your terms and an acceptance block.
• How to write a freelance proposal and client onboarding checklist: what comes before and after the contract.
• Free invoice generator, and how to chase an unpaid invoice if the payment clause gets tested.
• Our paid Quote & Proposal Kit by Small Rows (US$12, one-time) prints a proposal with scope, timeline, your own terms lines and a signature block, which can be the agreement for a small job. It isn't a contract template, and it doesn't write or check clauses for you.
• Our paid Freelance Billing Kit by Small Rows (US$12, one-time) logs hours and builds invoices from them, for the payment side of the agreement.
• All three kits together: the All-Kits Bundle by Small Rows (US$24, one-time).

Where the sources differ

• "Work made for hire" is a US idea. The US lets some commissioned work belong to the client from the start, but only in listed categories and with a signed written agreement. The UK and Canadian sections we read have no such category for freelancers: the creator owns it first unless it's an employee's work, and an assignment must be in writing.
• Moral rights. In Canada they can't be assigned, only waived, and assigning the copyright doesn't waive them. In the UK the Act provides for a waiver in a signed written instrument; it also leaves room for informal waivers under general contract law, which we didn't look into. We didn't check US moral-rights rules.
• E-signatures. The US E-SIGN section says a contract can't be refused legal effect only because it was signed electronically; the UK section we read is about using e-signatures as evidence. We didn't check Canadian provincial laws or EU rules.
• What we did not check: whether liability caps, indemnities or non-compete and non-solicit clauses are enforceable anywhere (rules differ by country and state and have been changing); UK business-to-business unfair-terms rules; consumer contract rules outside the UK; copyright rules in other countries or US states' own laws; anything specific to Quebec civil law. We also haven't checked the written-contract laws again for this page; see the proposal guide for those and their check date.

When to get legal advice

• a client's contract with indemnities, unlimited liability, a non-compete or a broad assignment of "all intellectual property";
• a large project, a long retainer, or work you plan to reuse or license to others;
• a client in another country, or one who wants their own law and courts;
• you mainly sell to consumers, or you're unsure whether you're self-employed for tax.

Ask a lawyer where you work. This page is general information only and isn't a contract template.

Related

• How to write a freelance proposal
• How to write a freelance quote or estimate
• Freelance client onboarding checklist
• Invoice payment terms explained
• Freelance deposits and retainers
• Scope creep and change requests
• Fixed price vs hourly
• How to chase an unpaid freelance invoice

Sources

• US: US Copyright Act, 17 U.S.C. 101 (definitions) · 17 U.S.C. 201(a) and 201(b) (ownership) · 17 U.S.C. 204(a) (transfers) (US Copyright Office) · 15 U.S.C. 7001(a) (govinfo.gov, US Code 2024 edition) · IRS: Type of relationship (page date 27-Feb-2026)
• United Kingdom: Copyright, Designs and Patents Act 1988, section 11 · section 87(2) · section 90(3) · Electronic Communications Act 2000, section 7(1) · Consumer Rights Act 2015, section 62 · Consumer Rights Act 2015, consumer definition
• Canada: Copyright Act, section 13 · section 14.1 (Justice Laws; Act current to 2026-09-21, last amended 2024-11-07) · CRA: Employee or Self-employed (RC4110) (page date 2023-10-06)

Checked 2026-10-15 (UK consumer definition 2026-10-14). Found a mistake? Tell us via Support.