Freelancer Agreement
For freelancers and those who hire them — contracts that guarantee payment, fix scope and settle IP ownership.
- Payment Armour
- Scope Creep Killed
- IP Ownership Settled
What is Freelancer Agreement?
Freelance work runs on trust until the day it doesn't — the client who vanishes at invoice time, the "small change" that becomes a rebuild, the deliverable both sides think they own. A freelancer agreement converts goodwill into enforceable terms: scope, milestones, payment, revisions, IP and exit.
Taxwapsi drafts both directions. Freelancer-side: advance and milestone payments, late-payment interest, kill fees, revision limits, portfolio rights and IP transfer only on full payment. Client-side: deliverable acceptance criteria, timelines, confidentiality, IP assignment with moral-rights waiver, and independent-contractor status (no PF/ESI exposure).
The draft also handles the practical rails: TDS u/s 194J/194C on payments, GST treatment (registration threshold ₹20 lakh for services), and dispute resolution sized for freelance economics — because a clause requiring Delhi arbitration on a ₹40,000 invoice protects no one.
Expert Pro Tip
Freelancers: never start work on a verbal "go-ahead" — send the agreement with a clause that work begins on advance receipt. The advance is not just cash flow; it is the client's skin in the game and your best predictor of payment behaviour.
Choose Your Package
Transparent pricing — professional fee shown, government fees extra where noted.
Starter
One agreement, your side of the table.
All Inclusive
Get StartedWhat you'll get
- Freelancer- or client-side drafting
- Payment & IP architecture
- Revision-limit clauses
- 2 rounds of revisions
- 48-hour delivery
Standard
Reusable template + invoice/PO formats.
All Inclusive
Get StartedWhat you'll get
- Everything in Starter
- Reusable master template
- SOW/estimate format
- Invoice format with TDS/GST fields
- Payment-reminder & demand formats
Pro
Full freelance legal kit (incl. international).
All Inclusive
Get StartedWhat you'll get
- Everything in Standard
- International client variant
- NDA bundled
- Counterparty contract review (1)
- Recovery-notice drafting (1) if a client defaults
- Dedicated lawyer support
* Timelines depend on government processing. T&C apply.
Benefits of Freelancer Agreement
Payment Armour
Advances, milestones, late-payment interest and IP-on-full-payment — the collection levers that actually work.
Scope Creep Killed
Deliverables, revision rounds and change-request pricing defined — "one more small thing" becomes billable.
IP Ownership Settled
Clear assignment on payment (client-side) or licence-until-paid (freelancer-side) — no orphaned deliverables.
Contractor Status Clean
Independent-contractor clauses protect clients from employment claims and freelancers from exclusivity overreach.
Tax Rails Built In
TDS, GST and invoicing mechanics stated — no surprise deductions or grossing-up fights.
Portfolio & Credit Rights
Freelancers keep showcase rights; clients control confidential work — negotiated explicitly.
How It Works — Step by Step
- 1
Engagement BriefDay 1
Which side you are on, the work, the money and past pain points captured.
- 2
Agreement DraftingDay 2
Contract drafted to your side with scope, payment, IP and exit architecture.
- 3
Review & RevisionsDay 3
Your review; revisions incorporated (2 rounds included).
- 4
Reuse SetupDay 4
Template-isation guidance so every future client/freelancer signs the same solid paper.
Documents Required
Prepare your documents in the order below — start with Document 1 and move down the list.
Party Details
- 1
Freelancer DetailsRequired
Name/entity, PAN, GST status (affects TDS & invoicing).
- 2
Client DetailsRequired
Individual or entity engaging the work.
Engagement Details
- 3
Scope & DeliverablesRequired
What is being made/done, formats, acceptance criteria.
- 4
Payment TermsRequired
Total/rate, advance, milestones, credit period.
- 5
Timeline & RevisionsIf applicable
Deadlines and how many revision rounds are included.
Frequently Asked Questions
I am a freelancer — what clauses protect me most?
In order of real-world impact: advance payment before work starts, milestone-linked payments, IP transfer only on full payment, late-payment interest (18–24%), revision limits with paid extra rounds, kill fee on early termination, and portfolio rights. Our freelancer-side draft leads with all seven.
I hire freelancers — what protects my company?
Express IP assignment with moral-rights waiver (payment alone does NOT transfer copyright under Section 19, Copyright Act), confidentiality, deliverable acceptance criteria, independent-contractor status, no-subcontracting without consent, and warranties of originality. The IP clause alone justifies the document.
What TDS applies to freelancer payments?
Professional/technical work: 10% u/s 194J (2% for specified technical services) once payments cross ₹30,000/year. Pure works-contract style jobs may fall under 194C (1%/2%). Individuals paying large amounts may trigger 194M. The agreement states the expected treatment so net-vs-gross fights never start.
Do freelancers need GST?
Registration is mandatory once aggregate turnover crosses ₹20 lakh (services) — and exports of services can be zero-rated under LUT. Below threshold, no GST on invoices. The agreement should state amounts as inclusive/exclusive and handle the registration-mid-engagement scenario — ours does.
Who owns the work if the client never pays fully?
Under our freelancer-side draft: you do — IP transfers only on full payment, until which the client has at most a limited licence. This converts an unpaid invoice from a begging exercise into leverage: continued use of the work without payment becomes infringement.
Are online/email-accepted agreements valid?
Yes — contracts concluded by email/e-signature are enforceable under the IT Act and Contract Act. Keep the accepted version and acceptance trail. For most freelance engagements, e-execution is exactly right; we set up the flow.
What if the client is abroad?
Cross-border freelancing adds: currency and transfer-fee allocation, export-of-services GST treatment (zero-rated with LUT), FIRC trail for receipts, and a dispute clause that is actually usable. Our international variant covers all four.
Client wants to terminate midway. What am I owed?
Whatever the contract says — which is why ours says: payment for all work done plus a kill fee (commonly 20–50% of remaining value) on convenience termination, with delivered-work licence contingent on that settlement. Silence here is how freelancers eat half-finished projects.
What Our Clients Say
4.6/5(2,000+ reviews)Rent agreement drafted, stamped and signed without me and the tenant ever meeting. The fixture annexure idea alone saved a deposit dispute later.
My freelancer agreement now has milestone payments and IP-on-full-payment. A client who used to delay invoices paid in 4 days this time.
My Pvt Ltd was registered in 12 days flat. Every step explained, pricing exactly as quoted, and the post-incorporation kit covered everything. Highly recommended.
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