Overall risk score
High riskAt a glance
- Red flags
- 6
- Critical issues
- 2
- High severity
- 2
- Missing protections
- 6
- In your favor
- 2
Contract health breakdown
Higher is better
Fairness
Poor28How balanced the obligations are between parties.
Clarity
Weak54How unambiguous the scope and deliverables are.
Protection
Poor22How well the contract shields you from downside risk.
Payment safety
Poor34Payment terms, deposits, and late-fee coverage.
Plain-English summary
This contract heavily favors the client. It transfers IP ownership before payment, caps your liability at unlimited, lets the client walk away with no kill fee, and requires unlimited revisions 'until satisfied'. Payment terms are Net-60 with no late-fee protection. The 12-month non-compete is likely unenforceable for an independent contractor but should still be negotiated out. Do not sign without pushing back on at least the critical items.
Red flags
6Critical
2High
2Medium
2Missing protections
6Upfront deposit (25–50% typical for freelance SOWs)
Liability cap equal to fees paid
Defined revision rounds with hourly rate for overages
Kill fee or termination-for-convenience compensation
Late-payment interest clause (typically 1.5% per month)
Portfolio usage rights for the finished work
In your favor
2In your favor· Client shall reimburse Contractor for pre-approved travel and material expenses incurred in the performance of the services, within 30 days…
Expense reimbursement with a clear timeline. This is a good clause — protect it during negotiation.
Page 6
In your favor· This Agreement shall be governed by the laws of the State of California, and any disputes shall be resolved through binding arbitration in S…
Governing law and dispute venue are both specified. That's better than silent, even if you'd prefer your own state.
Page 11
Negotiation suggestions
7- 1Add a 50% upfront deposit before work commences, balance due on delivery.
- 2Cap total liability at the aggregate fees paid under this agreement.
- 3Transfer IP ownership on full payment, not on creation.
- 4Cap revisions at 3 rounds, $150/hour thereafter.
- 5Add a kill fee equal to 50% of remaining unpaid fees if client terminates for convenience.
- 6Strike the 12-month non-compete; it's unenforceable and blocks future income.
- 7Add a 1.5%/month late fee on any overdue balance.