Freelance contract review example
A complete Sneaky Terms review of a fictional freelance services agreement. The agreement is printed in full under the findings, so you can check every quotation against it.
Published September 19, 2026
The agreement is made up
We wrote the Pellwick & Marrow freelance services agreement for this example. The people and companies in it do not exist. It is not a template and should not be used as one. It deliberately mixes ordinary terms with terms worth questioning.
This review takes the side of Sam Okafor, the freelancer being asked to sign
The review is written for the freelancer, not for the client who sent the contract. Read from the client's side, several findings would reverse. A clause that protects the client is a risk to the freelancer, and the other way round.
On this page the main questions · the findings · the full agreement · how this example was made
The main questions to ask
If this agreement landed in your inbox, these are the questions the review would send you back with. They are questions to raise, not wording to insist on.
- How many rounds of revisions are included, and who decides when the work is finished?
- Can ownership of the work pass when it is paid for, not when it is created?
- If you end the project early, what am I paid for work already done?
- Can the limit on other work be narrowed to your direct competitors, or removed?
- Why am I responsible for claims about materials you supply, and can my liability have a limit?
- If late delivery costs me $150 a day, can late payment carry a charge too?
Not every clause here is a problem. The agreement also contains ordinary terms that the review did not flag. These include expenses approved in advance and repaid within 30 days, the freelancer keeping ownership of existing tools and templates, confidentiality that binds both sides for three years, independent contractor status, and a period of good-faith discussion before any dispute.
Serious concerns. Read carefully.
Pellwick & Marrow freelance services agreement
September 18, 2026
This review assumes you are Sam Okafor, the freelancer. This is a brand design contract for a coffee roasting company covering logo, brand guidelines, and packaging design for a fixed fee of $6,000, but it contains several severely one-sided clauses that put you at serious financial and professional risk.
Key issues found
- •Unlimited free revisions could trap you working forever
- •Global non-compete bans all food & beverage design work for 12 months
- •Client owns everything you create before they even pay
- •$150/day penalty for late delivery but zero penalty for late payment
All Findings (11)
SneakyUnlimited Free Revisions
They can demand endless changes for free and never have to say they're done.
The Fine Print
“The Freelancer shall make such revisions as the Client requests until the Client is satisfied. "Final Acceptance" occurs only when the Client confirms in writing, in its sole discretion, that all Deliverables are accepted. There is no limit on the number of revision rounds, and revisions do not give rise to any additional fee.”
In Plain English
The Client can request unlimited changes at no extra cost, and only the Client decides when the work is done. This means you could be stuck revising indefinitely for the same $6,000, and the Client could use this to delay Final Acceptance and therefore delay paying the remaining 70%.
Real World Example
The Client asks for 15 rounds of logo revisions over four months, each time saying they're 'not quite satisfied.' You've now spent triple the expected hours and still haven't triggered the final 70% payment.
What You Can Do
Consider asking for a cap of 2-3 revision rounds included, with additional rounds billed at an hourly rate.
Global Non-Compete in Food & Beverage
A $6,000 gig bans you from an entire industry worldwide for a year.
The Fine Print
“During this Agreement and for twelve (12) months after it ends, the Freelancer shall not provide design, branding or marketing services to any business in the food and beverage sector, anywhere in the world.”
In Plain English
This bans you from doing any design, branding, or marketing work for any food or beverage company on the entire planet for a year after this $6,000 project ends. For a brand designer, that can rule out a large share of potential clients. This could cost you far more in lost income than the contract is worth.
Real World Example
Three months after finishing this project, a craft brewery offers you a $20,000 branding project. You have to turn it down because it falls under 'food and beverage sector' and the non-compete is still active.
What You Can Do
Consider asking to remove this clause entirely, or at minimum narrow it to direct competitors of Pellwick & Marrow within a specific city or region.
IP Ownership Transfers Before Payment
They own your work the second you create it, even if they never pay you.
The Fine Print
“All Deliverables, together with all preliminary concepts, sketches, unused drafts and working files created in connection with this Agreement ("Work Product"), are assigned to the Client, and ownership passes to the Client at the moment each item is created, whether or not the Client has paid for it.”
In Plain English
Everything you create, including rough sketches and unused ideas, becomes the Client's property the instant you create it, even if they haven't paid you a cent beyond the deposit. This removes your main leverage if they stop paying.
Real World Example
You deliver final packaging designs, the Client terminates the contract, and under this clause they already own all your work. The remaining $4,200 is unpaid, and you have no leverage because ownership has already passed.
What You Can Do
Consider asking for IP to transfer only upon full payment of all fees.
One-Sided Late Delivery Penalty
You lose $150/day for being late; they pay nothing extra for being late.
The Fine Print
“If the Freelancer delivers any Deliverable after its due date, the Freelancer shall credit the Client $150 for each day of delay, deducted from the fees. No interest or charge is payable by the Client on any amount paid late.”
In Plain English
You get penalized $150 per day for late delivery, but the Client faces zero consequences for paying you late. On a $6,000 contract, just 40 days of delay would wipe out your entire fee. Meanwhile, the Client could sit on your invoice for months with no penalty at all.
Real World Example
You deliver concepts three weeks late due to the Client being slow to provide brand assets. They deduct $3,150 from your fee. Later, they take four months to pay the remaining balance with no penalty.
What You Can Do
Consider asking for a matching late payment penalty, such as 1.5% monthly interest on overdue invoices, and a reasonable cap on the late delivery deduction.
Unlimited Indemnification Including Client-Supplied Materials
You pay unlimited legal costs even if the Client caused the problem.
The Fine Print
“The Freelancer shall indemnify the Client, without limit, against all claims, losses and legal costs arising from any allegation that the Deliverables infringe the rights of a third party, including allegations relating to materials supplied or specified by the Client.”
In Plain English
You're on the hook for unlimited legal costs if anyone claims the work infringes their rights, even if the problem was caused by materials the Client gave you or told you to use. If the Client hands you a photo they don't have rights to and tells you to use it, you'd still be liable.
Real World Example
The Client provides a stock image for the packaging and it turns out they didn't have the right license. The photographer sues, and you're responsible for all legal costs and damages, which could be tens of thousands of dollars.
What You Can Do
Consider asking to exclude liability for materials supplied by the Client and to cap your total indemnification at the contract value.
One-Sided Termination Rights
They can quit anytime and only pay for work they've formally approved.
The Fine Print
“The Client may terminate this Agreement at any time, for any reason, on seven (7) days' written notice. On termination by the Client, the Client shall pay only for Deliverables that have reached Final Acceptance before the termination date, and the deposit is not refundable. The Freelancer may terminate this Agreement only if an undisputed invoice remains unpaid for more than forty-five (45) days after its due date.”
In Plain English
The Client can walk away with just 7 days' notice for any reason, and only pays for work that has reached 'Final Acceptance,' which is entirely at the Client's discretion (see clause 3). You can only terminate if an undisputed invoice is 45+ days overdue. Combined with the unlimited revisions clause, the Client could use your work for weeks, terminate, and owe you nothing beyond the deposit because nothing reached Final Acceptance.
Real World Example
You spend 50 days creating concepts and packaging designs. The Client terminates on day 55 without ever giving Final Acceptance. You keep the $1,800 deposit but lose the $4,200 balance, despite having done most of the work.
What You Can Do
Consider asking for a kill fee covering work completed but not yet accepted, and equal termination rights for both parties.
Moral Rights Waiver
They can butcher your designs and you can't object or claim credit.
The Fine Print
“The Freelancer waives all moral rights in the Work Product to the fullest extent permitted.”
In Plain English
Moral rights typically include the right to be credited as the creator and the right to object if your work is distorted or used in a way that harms your reputation. Waiving these means the Client could alter your designs in ways that damage your professional reputation, and you'd have no say.
Real World Example
The Client heavily modifies your logo in a way that looks amateurish, and it goes viral for the wrong reasons. Your name is associated with it but you have no right to object or distance yourself.
What You Can Do
Consider asking to retain the right to be credited as the designer and to object to derogatory treatment of the work.
WatchfulNo Portfolio Use Without Permission
You can't show this work to anyone unless they say yes, and they can say no.
The Fine Print
“The Freelancer shall not display, publish or refer to the Work Product or to the Client in any portfolio, website, award entry or social media post without the Client's prior written consent, which the Client may withhold for any reason.”
In Plain English
You can't show this work in your portfolio, enter it for awards, or even mention the Client's name without their permission, and they can refuse for any reason. For a designer, portfolio pieces are essential for getting future work. Combined with the non-compete, this significantly limits your ability to build your career from this project.
What You Can Do
Consider asking for automatic portfolio rights 6 months after project completion, or at minimum a clause stating consent won't be unreasonably withheld.
Client's Liability Capped at Fees Paid
The most they'd ever owe you is what they've already paid.
The Fine Print
“The Client's total liability to the Freelancer under this Agreement, for any cause, is limited to the fees actually paid to the Freelancer at the date the claim arises.”
In Plain English
If the Client causes you harm, the most you could ever recover is whatever they've already paid you. Early in the project, that could be just the $1,800 deposit. Combined with the other one-sided terms here, it further limits your options.
What You Can Do
Consider asking for the cap to be based on total contract value rather than fees paid to date.
Payment Delayed 60 Days After Acceptance
You could wait up to two months after they approve everything to get most of your money.
The Fine Print
“the remaining seventy percent (70%) within sixty (60) days after Final Acceptance of all Deliverables under clause 3.”
In Plain English
The Client has up to 60 days after formally accepting everything to pay the remaining $4,200. Combined with unlimited revisions and sole-discretion acceptance, the Client could delay this payment for many months.
What You Can Do
Consider asking for payment within 14 or 30 days of Final Acceptance.
Governing Law Set by Client's Location
If there's a dispute, you play on their home turf.
The Fine Print
“This Agreement is governed by the laws of the place in which the Client is registered, and the courts of that place have exclusive jurisdiction.”
In Plain English
Any legal dispute would be handled under the Client's local laws and in the Client's local courts. If you're based in a different city or country, this could mean significant travel costs and unfamiliar legal systems.
What You Can Do
Consider asking for disputes to be handled in a neutral location or via online arbitration.
Missing Protections (5)
No Kill Fee or Payment for Work in Progress
If the Client terminates the contract, you only get paid for work that reached Final Acceptance. There's no provision to compensate you for work already done but not yet formally accepted. Since Final Acceptance is at the Client's sole discretion, you could do 90% of the work and walk away with only the deposit.
Suggested language
“Upon termination by the Client for convenience, the Client shall pay the Freelancer for all work completed to date, calculated on a pro-rata basis of the total fee, in addition to retaining the deposit. Payment shall be made within fourteen (14) days of the termination date.”
No Scope Change or Change Order Process
The contract defines the Deliverables, and clause 16 says any change to the agreement must be signed by both parties, but there is no process for pricing requests that go beyond the original scope. Combined with unlimited revisions, the Client could gradually expand the project well beyond what was originally agreed without any additional payment.
Suggested language
“Any request by the Client that materially changes the scope, complexity, or volume of the Deliverables shall be documented in a written change order signed by both parties before work begins. The change order shall specify any additional fees and adjusted timelines.”
No Client Cooperation or Feedback Deadlines
The contract sets deadlines for the Freelancer but none for the Client. There's no requirement for the Client to provide feedback, brand assets, or approvals within a set timeframe. Delays caused by the Client could still trigger the Freelancer's late delivery penalty.
Suggested language
“The Client shall provide all requested materials, feedback, and approvals within ten (10) business days of each request. If the Client fails to respond within this period, all Freelancer deadlines shall be extended by the number of days of Client delay, and no late delivery credits shall apply to delays caused by the Client.”
No Limitation on Revision Scope
Revisions are unlimited and free, but there is no definition of what constitutes a 'revision' versus a completely new direction. The Client could request an entirely new concept and call it a revision.
Suggested language
“A 'revision' means a modification to an existing approved concept. A request for an entirely new concept or direction shall be treated as a new scope item subject to the change order process. The Agreement includes up to three (3) rounds of revisions per Deliverable at no additional charge. Additional rounds shall be billed at [agreed hourly rate].”
No Right to Retain Copies for Records
The contract assigns all work product to the Client and restricts portfolio use. There is no explicit right for the Freelancer to retain copies of the work for their own records, tax documentation, or professional development.
Suggested language
“Notwithstanding the assignment of Work Product, the Freelancer may retain copies of all Deliverables and Work Product solely for the Freelancer's own records, archival purposes, and professional development. Such retained copies shall not be used commercially or displayed publicly except as permitted under clause 8.”
What to do next
Do not sign this contract as written. Bring the flagged clauses to a local lawyer.
This report was generated by Sneaky Terms. It is not legal advice. Consult a qualified attorney for legal guidance.
sneakyterms.ai
Suggested wording in a report shows the kind of change to ask for. It is not drafting to paste into an agreement.
The full agreement
This is the complete text the review above was run on. It is fictional and it is not a template. Every quotation in the findings appears here word for word.
FREELANCE SERVICES AGREEMENT
This Freelance Services Agreement ("Agreement") is entered into between Pellwick & Marrow Ltd, a coffee roasting company ("the Client"), and Sam Okafor, an independent brand designer ("the Freelancer").
1. SERVICES AND DELIVERABLES. The Freelancer shall design a brand identity for the Client consisting of: (a) a logo suite in vector formats; (b) a brand guidelines document; and (c) packaging designs for three (3) product lines (together, "the Deliverables"). The Freelancer shall deliver first concepts within twenty-one (21) days of the deposit being received and final Deliverables within sixty (60) days.
2. FEES. The Client shall pay a fixed fee of $6,000, payable as follows: thirty percent (30%) as a deposit on signature, and the remaining seventy percent (70%) within sixty (60) days after Final Acceptance of all Deliverables under clause 3.
3. REVISIONS AND ACCEPTANCE. The Freelancer shall make such revisions as the Client requests until the Client is satisfied. "Final Acceptance" occurs only when the Client confirms in writing, in its sole discretion, that all Deliverables are accepted. There is no limit on the number of revision rounds, and revisions do not give rise to any additional fee.
4. EXPENSES. The Client shall reimburse reasonable expenses that it has approved in writing in advance, within thirty (30) days of receiving a receipt.
5. LATE DELIVERY AND LATE PAYMENT. If the Freelancer delivers any Deliverable after its due date, the Freelancer shall credit the Client $150 for each day of delay, deducted from the fees. No interest or charge is payable by the Client on any amount paid late.
6. INTELLECTUAL PROPERTY. All Deliverables, together with all preliminary concepts, sketches, unused drafts and working files created in connection with this Agreement ("Work Product"), are assigned to the Client, and ownership passes to the Client at the moment each item is created, whether or not the Client has paid for it. The Freelancer waives all moral rights in the Work Product to the fullest extent permitted.
7. BACKGROUND MATERIALS. The Freelancer keeps ownership of tools, templates, fonts, libraries and methods that the Freelancer created or licensed before this Agreement ("Background Materials"). Where Background Materials are included in a Deliverable, the Freelancer grants the Client a perpetual, worldwide, royalty-free licence to use them as part of that Deliverable.
8. PORTFOLIO. The Freelancer shall not display, publish or refer to the Work Product or to the Client in any portfolio, website, award entry or social media post without the Client's prior written consent, which the Client may withhold for any reason.
9. CONFIDENTIALITY. Each party shall keep the other party's confidential business information confidential and use it only for the purposes of this Agreement. This obligation applies to both parties equally and continues for three (3) years after the Agreement ends. It does not apply to information that is public, already known to the receiving party, or independently developed.
10. INDEPENDENT CONTRACTOR. The Freelancer is an independent contractor and not an employee of the Client. The Freelancer is responsible for the Freelancer's own taxes, insurance and equipment, and is free to decide how and when the work is carried out, subject to the dates in clause 1.
11. TERMINATION. The Client may terminate this Agreement at any time, for any reason, on seven (7) days' written notice. On termination by the Client, the Client shall pay only for Deliverables that have reached Final Acceptance before the termination date, and the deposit is not refundable. The Freelancer may terminate this Agreement only if an undisputed invoice remains unpaid for more than forty-five (45) days after its due date.
12. NON-COMPETE. During this Agreement and for twelve (12) months after it ends, the Freelancer shall not provide design, branding or marketing services to any business in the food and beverage sector, anywhere in the world.
13. WARRANTY AND INDEMNITY. The Freelancer warrants that the Deliverables are original work. The Freelancer shall indemnify the Client, without limit, against all claims, losses and legal costs arising from any allegation that the Deliverables infringe the rights of a third party, including allegations relating to materials supplied or specified by the Client.
14. LIMIT OF LIABILITY. The Client's total liability to the Freelancer under this Agreement, for any cause, is limited to the fees actually paid to the Freelancer at the date the claim arises.
15. DISPUTES AND GOVERNING LAW. The parties shall first try to resolve any dispute through good-faith discussion between named representatives for at least fourteen (14) days. This Agreement is governed by the laws of the place in which the Client is registered, and the courts of that place have exclusive jurisdiction.
16. ENTIRE AGREEMENT. This Agreement is the entire agreement between the parties and replaces all earlier discussions and proposals. Any change must be made in writing and signed by both parties.
How this example was made
We wrote the agreement, then ran it through the same full analysis a customer gets, on September 18, 2026. Nothing about the product was changed for the example.
We then checked the report against the whole agreement. An automated test confirms that every quotation appears in the agreement word for word. Each figure, and each finding against the clauses that balance it, was checked with the help of AI, and a person on the Sneaky Terms team read the result against the full agreement before it was published. We corrected 7 statements. We did not add findings or change any rating.
This example has not been reviewed by a lawyer. Sneaky Terms is not a law firm, and an automated review can be wrong. How we write our guides and examples
See the 7 corrections
- Finding 2 (worldwide non-compete), explanation. Accuracy. Removed "Food and beverage is one of the biggest sectors for brand design work". We have no source for it. It now says the clause can rule out a large share of potential clients.
- Finding 3 (ownership before payment), example. Accuracy. The report said "You're owed $4,200". Under clause 11 nothing more is payable once the client ends the agreement before acceptance, so it now says the balance is unpaid. "Legally own" became "under this clause they already own".
- Finding 9 (client liability cap), explanation. Accuracy. Removed "This is a common clause in freelance contracts". We have no source for it.
- Finding 10 (payment timing), explanation. Accuracy. Clause 2 says payment is due within sixty days, so "you don't get it until 60 days after" became "has up to 60 days". Also removed "A more standard term for freelance work is 14-30 days", which we have no source for.
- Finding 10 (payment timing), plain English line. Accuracy. "You wait two months" became "you could wait up to two months", to match the clause.
- Missing protection 2 (scope changes), explanation. Accuracy. The report said there is no process for changes. Clause 16 requires changes to the agreement to be signed by both sides, so the explanation now mentions it and says what is still missing, which is a way to price extra work.
- Missing protection 4 (what counts as a revision), suggested wording. Accuracy. "$75 per hour" became "[agreed hourly rate]". The report had invented the figure.
This page is general information, not legal advice. Laws vary by country. A local lawyer can tell you exactly where you stand.
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