A client contract for a freelancer: what to fix in the text
Practice for project work: prepayment, revisions, stages, and rights in the result
How a freelancer checks a contract with a client
A freelancer’s most common losses sit in three places: payment, the volume of revisions, and rights in the result. This piece focuses only on those risks, and on working wording for project work.
Before you sign with a client, check the contract text for risky terms:
What is specific about contracts for freelancers
Contracts with freelancers are usually made as work contracts (podryad) or as contracts for paid services. It matters to understand the difference and to document the relationship correctly.
Work contract vs services contract
Work contract (podryad):
- The result of the work is a specific tangible or intangible object
- Examples: building a website, writing a text, creating a design
- The customer accepts the result under an acceptance certificate
- The risk of accidental loss of the result before acceptance sits with the contractor
Services contract:
- The result is the activity itself (consulting, training, support)
- Examples: consulting, training, technical support
- The services are consumed as they are provided
- There is no tangible result
Required clauses in a freelancer contract
1. Subject of the contract
The subject should be described in as much detail as possible. State:
- The specific scope of work (for example, “development of a 10-page website”)
- Technical requirements (if any — attach the statement of work)
- Criteria for quality and acceptance
- Stages of performance (if the work is split into stages)
2. Deadlines
State specific dates:
- Start date of the work
- End date of the work
- Interim deadlines (if the work is split into stages)
- Deadlines for correcting comments
Important:
Do not accept wording such as “within a reasonable time” or “as soon as possible.” Always state specific dates.
3. Price and payment procedure
This is one of the most important clauses. State:
- The total cost of the work
- The prepayment amount (30–50% is recommended)
- Payment deadlines (for example, “within 5 banking days after the acceptance certificate is signed”)
- Payment methods (cash, bank transfer, electronic payments)
- Payment terms by stage (if the work is split into stages)
Dangerous terms:
- 100% payment after performance, with no guarantees
- Payment “upon completion” with no specific deadlines
- A right to change the price unilaterally
- Hidden fees and payments
4. Rights in the result of the work
Always state who owns the rights in the result:
- Exclusive rights pass to the customer after full payment
- Or the rights stay with the contractor, and the customer receives a license
- The right to use the work in a portfolio (if you want to show the work)
Important:
If you do not state a transfer of rights, they may stay with you, which creates problems for the customer. If you want to use the work in a portfolio, say so expressly in the contract.
Protection from bad-faith clients
1. Prepayment
Always require a prepayment. It protects you from a client who refuses to pay after the work is done. The recommended prepayment is 30–50% of the cost.
2. Penalties for late payment
Write in penalties for missed payment deadlines:
Example:
“For a missed payment deadline the Customer pays late-payment interest of 0.1% of the amount overdue for each day of delay, but not more than 10% of the contract amount”
3. A cap on the number of revisions
State how many revisions are free. Extra revisions should be paid for separately:
Example:
“The Contractor undertakes to make 2 (two) free revisions based on the Customer’s comments. Additional revisions are paid separately at a rate of 1 000 rub. per revision”
4. Termination terms
Write the terms for terminating the contract:
- If a payment deadline is missed by more than 30 days
- If deadlines for providing materials or information are missed
- If payment is refused
- How the prepayment is returned on termination
Points specific to the self-employed
If you work as self-employed (samozanyaty), a few points matter:
- Tax regime: State that you work as self-employed and apply the special tax regime
- VAT: The self-employed do not pay VAT, so the price should be stated without VAT
- Receipt: Always issue a receipt through the My Tax (Moi nalog) app
- Limits: Remember the limits for the self-employed (2.4 million rubles a year)
Acceptance certificate, correspondence, and handover of source files: what helps in a dispute
For a freelancer, the contract clauses are not the only thing that matters. Proof of performance matters too. If a dispute reaches a claim or a court, the set of documents decides it.
- A signed acceptance certificate for each stage, not one final certificate
- A written record of handing over materials and revisions (email, messenger, task tracker)
- A register of files handed over: mockups, source files, access, archives
- A contract term that comments after acceptance are documented in a separate addendum
Sample wording on revisions:
“The price includes 2 (two) rounds of revisions within the approved statement of work. Changes outside the statement of work are additional work and are paid separately at a rate agreed by the parties in correspondence.”
Typical freelancer mistakes
Frequent mistakes:
- Working without a contract (only an oral agreement)
- Agreeing to 100% payment after performance
- Undefined deadlines and scope of work
- No terms on rights in the result
- An unlimited number of revisions
- No penalties for late payment
- An unfavorable venue
Checklist for a freelancer
Before you sign the contract, check:
- The subject of the contract is described in detail and is clear
- Performance deadlines are stated as specific dates
- The contract price is fixed and cannot be changed
- There is a prepayment (30–50% of the amount)
- Payment deadlines are stated clearly
- There are penalties for late payment
- The number of free revisions is capped
- Rights in the result of the work are defined
- There is a right to use the work in a portfolio (if you need it)
- The termination terms are fair
- The venue is convenient for you
Conclusion
A properly drafted contract is your protection from bad-faith clients. Do not agree to work without a contract, or on unfavorable terms. It is better to spend time working through the contract than to try to recover money through court later.
Use a specialized service to check contracts before you sign. It will help flag risks and unfavorable terms.
For a general checklist for any type of deal, see a separate piece: how to check a contract for risks.
Check the contract with DocumentCHEK
Our service automatically analyzes contracts and flags risks for freelancers. Get a detailed report with recommendations in a minute.