Contracts
Should I Sign a Contract With Freelance Clients? Yes - Here's What to Check First
In the most-cited survey on this, of roughly 5,000 freelancers, just 28% used a written contract for a given gig, roughly seven in ten relying on goodwill and a shared memory of a video call. That survey is a decade old, and three states have since made a written contract the client's legal obligation, which makes the interesting question no longer whether to sign one. It's what to check before you do.
Yes, including for small jobs, repeat clients, and friends
The three situations freelancers most often skip a contract for are the three where a dispute is hardest to resolve. Small jobs, because the fee doesn't feel worth the paperwork. But a $600 dispute costs the same unpaid hours to chase as a $6,000 one. Repeat clients, because the relationship feels settled. But the terms you agreed two years ago aren't written anywhere, so nobody can point to them when a new project's scope creeps. Friends and referrals, because asking for a contract feels like distrust, which inverts what the document actually does. A contract isn't a signal that you expect the client to behave badly; it's what lets both sides stop guessing what was agreed. Framing it that way is usually enough: "here's my standard agreement so we both have the scope and dates in one place."
Clauses worth pushing back on before you sign
When a client sends their own contract it will reasonably favour them, and most of it is fine. These are the terms that regularly cost freelancers real money, and they're usually negotiable. The person sending the contract often didn't write it and has no particular attachment to any single clause.
| Clause | Why it's a problem | What to ask for instead |
|---|---|---|
| Unlimited revisions | No natural stopping point; the biggest source of unpaid work | A stated number of rounds, plus an hourly rate beyond it |
| IP transfers on signature | You hand over rights before you're paid | Rights transfer on receipt of full payment |
| Broad indemnity | You absorb liability for the client's use of the work | Indemnity limited to your own work, capped at fees paid |
| No termination clause | The project can end with nothing owed for work done | Notice period plus payment for work completed to date |
| Unpaid initial concepts | Real work delivered before any commitment | A paid discovery phase, or a smaller paid first milestone |
| Open-ended exclusivity | Limits who else you can work for, uncompensated | Narrow it to direct competitors, for a fixed term |
How to ask for changes without losing the client
Send edits once, not in three waves. A single consolidated reply reads as professional, while a trickle reads as difficult. Name the specific clause, say what the practical problem is, and propose the replacement wording rather than asking them to solve it: "Clause 6 transfers IP on signature. I transfer rights on full payment, which is standard for project work. Can we change 'upon execution' to 'upon receipt of final payment'?" That's concrete, small, and answerable. Decide in advance which of your edits are dealbreakers and which are preferences, so you can concede the preferences quickly and hold the two that matter. Clients almost never walk away over a revision cap; they do get frustrated by a negotiation with no visible end.
When a short letter of engagement is enough
For a genuinely small, short, low-risk job with a client you already know, a written email confirming the terms can be proportionate: deliverables, price, payment schedule, revision count, and deadline, sent before starting and acknowledged by reply. In most jurisdictions that exchange is binding, and it beats nothing by a wide margin. Its limits are real, though. It won't cover IP assignment, confidentiality, or liability, and it's unlikely to satisfy statutory written-contract requirements where those apply, such as California's $250 threshold or New York's $800 one. Treat it as the floor for small work, not as a general substitute for an agreement.
Frequently asked questions
- What if a client refuses to sign any contract?
- Treat it as information. Some small clients are genuinely unfamiliar with the process and will accept a one-page version. A client who refuses any written terms while asking for substantial work is telling you something about how a payment dispute would go. At minimum, get scope, price, and dates confirmed in an email before you start, and consider a larger upfront deposit.
- Should I use my contract or the client's?
- Whichever gets signed faster, as long as you've read it. Your own template means you already know the terms and only have to review their edits. A larger client's procurement process usually won't accept an external document, so plan on reviewing theirs and negotiating the handful of clauses that matter most.
Sources
- Freelancers Union - Why do only 28% of freelancers use a contract? (survey of ~5,000 freelancers)
- California Legislative Information - SB-988, Freelance Worker Protection Act
- Epstein Becker Green - Freelance Isn't Free Act Takes Effect Throughout New York State
- U.S. Copyright Office - Works Made for Hire (Circular 30)
