Sooner or later a client sends you their contract instead of signing yours. It is twelve pages long, written for their suppliers in general rather than for a freelancer doing a design project, and the email says "standard terms, just need your signature by Friday." Most freelancers skim it and sign. Most of the time nothing goes wrong. The times it does go wrong, it is usually a clause on page nine about liability, IP or payment that nobody read closely.
This checklist gives you a structured read. It does not replace legal advice, but it tells you what to look for, what is commonly negotiable, and when a clause is unusual enough that you should get a lawyer.
TL;DR
The contract review checklist walks through a client's agreement clause by clause: parties, scope, payment and late payment, revisions and acceptance, IP and portfolio rights, confidentiality, liability caps, indemnities, insurance, termination, non-compete, and governing law, with a red-flag column and a negotiation log. Use it before signing any contract you did not write. Prioritize liability, IP-before-payment and payment-on-approval clauses; those carry most of the risk.
What's inside
- Before you read — the deal terms you agreed, to compare against the contract.
- Clause-by-clause review — thirteen sections with what to check and what is commonly negotiated.
- Red-flag list — clauses that should stop you and prompt a question or a lawyer.
- Negotiation log — the changes you ask for, the reason, and the client's response.
- Decision — sign, sign with changes, get advice, or walk away.
When to use it
Use it whenever a client sends their own agreement, master services agreement, supplier terms, contractor agreement or purchase order terms. It is also useful for reviewing your own contract template once a year.
If you are writing the contract yourself, start from a service contract or an independent contractor agreement. The freelance contract checklist before you start work covers the minimum every agreement needs.
Clauses that carry the most risk
Liability. Look for a cap. Many freelancers ask to cap total liability at the fees paid under the contract, or a multiple of them, and to exclude indirect and consequential losses. Unlimited liability means a mistake on a small project could cost far more than you earned.
Indemnities. An indemnity is a promise to cover the other side's losses in certain situations. Narrow ones, for example if your work infringes someone's copyright, are common. Broad ones, covering "any claims arising from the services," can expose you to risks outside your control. Ask to narrow them to things you actually control.
IP transfer timing. Many client contracts transfer IP on creation. Ask for IP to transfer on full payment, so the client cannot use the work while refusing to pay.
Payment on approval. "Payment due within 30 days of client approval" with no approval deadline means payment can be delayed indefinitely. Ask for a review window and a deemed-approval rule.
Non-compete. A clause that stops you working for anyone in the client's industry can be a serious limit on your business. Ask to remove it or narrow it to named competitors for a short period.
How to negotiate without losing the client
Pick your top two or three changes. Explain each in one sentence and propose wording. "Could we cap liability at the fees paid under this agreement? It's standard for freelance engagements and in line with my insurance." Most clients accept reasonable, specific requests. Vague objections ("I'm not comfortable with section 9") get ignored. The freelance contracts guide has more examples.
Customize it in your COLO workspace
In COLO you can keep your own contract templates, send contracts as PDFs, and have clients sign in the client portal by typed name or signature image, with your company signature added. Signed contracts stay with the client's projects, invoices and proposals in one place. See Contracts.
When you review a client's paper instead, you can attach the redlined version and your notes as files on the client's project, so the agreed changes are on record when the work starts.
Common mistakes
- Reading only the commercial terms. The risk lives in liability, indemnity and IP.
- Signing "standard terms" without asking. Standard for their suppliers is not standard for freelancers.
- Too many requested changes. Prioritize the clauses that matter most.
- Agreeing verbally to changes. Get them into the signed version.
- Skipping legal advice on big contracts. A one-off review is cheap compared with the risk.
FAQ
Q: What should a freelancer check in a client contract?
The parties and their legal names, scope and deliverables, payment amount and timing, late payment terms, revisions, IP ownership, confidentiality, liability limits, indemnities, termination rights, non-compete or non-solicit terms, and governing law.
Q: What are red flags in a freelance contract?
Unlimited liability, broad indemnities, IP that transfers before payment, payment only on the client's own approval with no deadline, long non-compete clauses, unilateral scope changes, and termination with no payment for work done.
Q: Can I negotiate a client's contract?
Yes. Most clients expect some changes, especially from experienced freelancers. Ask for specific edits with a short reason, and prioritize the two or three clauses that carry the most risk.
Q: When should I get a lawyer to review a contract?
When the contract is large relative to your income, includes unlimited liability or broad indemnities, transfers significant IP, or is governed by a jurisdiction you do not know. A one-off review is often affordable.
Q: Should I sign the client's contract or use my own?
Using your own is usually better because it starts from terms you understand. Larger clients often insist on theirs; in that case, review it with this checklist and negotiate the key clauses.