Most client contracts sent to freelancers are written by the client's legal team, in the client's interests. That is not a criticism — it is simply how commercial relationships work. The question is whether you read them carefully enough to know what you are agreeing to.
Paste any UK contract clause and get a structured risk report — plain English, red flags, enforceability insight, and a suggested counter-proposal.
1. Unlimited intellectual property assignment
Many client contracts assign all intellectual property created during the engagement to the client — including work created using your own pre-existing tools, templates, or frameworks. If you use a proprietary process or a codebase you have built over years, an unlimited IP assignment clause can strip you of ownership of things you had before the engagement began. The fix is a carve-out for pre-existing intellectual property.
2. Payment terms tied to client approval
A clause that makes payment conditional on the client's "satisfaction" or "approval" without defining what those terms mean is not a payment clause — it is an option for the client not to pay. Insist on payment terms tied to delivery of specified outputs, not client satisfaction. If there is a revision process, cap the number of rounds and define what constitutes completion.
3. Broad non-solicitation clauses
Non-solicitation clauses that prevent you from working with any client you were introduced to through the engagement — even incidentally — can significantly restrict your business development for one to two years after the engagement ends. Push for a narrower definition: the specific contacts you worked with directly, for six to twelve months, with a carve-out for contacts you already knew.
4. Indemnity clauses with no cap
An uncapped indemnity could expose you to a liability that dwarfs the value of the contract. Always push for a financial cap linked to total fees paid. Professional indemnity insurance does not excuse the need to negotiate the cap — it simply means you have some cover if the cap is breached.
5. Unilateral variation rights
A clause allowing the client to vary scope, timeline, or deliverables unilaterally — without your agreement and without additional payment — gives them effective control over what you have contracted to do. The clause should require your written agreement for any material change, and link scope changes to revised fees and timelines.
6. Termination for convenience with no notice payment
Many client contracts allow termination "for convenience" on very short notice with no compensation beyond work already invoiced. For longer engagements, negotiate a minimum notice period or a kill fee reflecting your lost opportunity cost.
7. Governing law in a foreign country
If a client insists on their home country's law and courts, enforcing your rights becomes significantly more expensive. For UK-based freelancers working with overseas clients, push for English law and jurisdiction, or arbitration in a neutral location. If the client refuses, factor the enforcement risk into your pricing.