When a client sends their own agreement instead of accepting yours, this is where the money is won or lost. Not in your template — in theirs.
Below: thirteen clauses that regularly appear in client paper, what each one costs you on a bad day, and the exact wording to send back.
Not legal advice. I'm not a lawyer. Have a lawyer in your jurisdiction review anything high-value or regulated.
If you read nothing else, check for these.
What it does: you lose ownership of the work before the money arrives. An unpaid invoice becomes an ordinary debt you chase slowly, instead of the client using something they do not own.
Send back:
"Title and all intellectual property in the Deliverables transfer to Client upon Contractor's receipt of full payment."
This is one sentence and it is the single most valuable change you can make to any contract.
What it does: makes the cap decorative. The liability clause says "limited to fees paid"; the indemnity three pages later says you'll cover "any and all claims arising out of or relating to the Services." The second one eats the first.
Send back:
"Contractor's indemnity is limited to third-party claims that the Deliverables, as delivered and excluding Client-supplied and third-party materials, infringe that third party's intellectual property rights, and is subject to the limitation of liability in [§X]."
Always read the liability cap and the indemnity together. They are usually separated by several pages, and that is not always an accident.
| Their clause | What it costs you | Send back |
|---|---|---|
| "All work product and all IP of Contractor is assigned to Client" | Sweeps up your tools, libraries, and templates — everything you reuse across every client. Watch for "whether or not related to the Services", which extends it to work you do for other people during the term. | "Assignment is limited to the Deliverables produced under this Agreement. Contractor retains pre-existing and independently developed materials, and grants Client a perpetual non-exclusive licence to use them within the Deliverables." |
| Unlimited liability | A $4,000 project becomes an uninsurable risk. | "Each Party's aggregate liability is limited to the fees paid under this Agreement. Neither Party is liable for indirect or consequential loss." |
| Non-compete: "will not provide similar services in [industry]" — or worse, "to any client of Company" | Your livelihood, restricted, unpaid. The "any client of Company" version is impossible to comply with: you have never seen the list. | "Contractor may work with other clients and will not disclose Client's Confidential Information." If they insist: a short list of named companies, for the term only, priced separately. |
| "Time is of the essence" with no client-delay carve-out | You become liable for slipping dates the client caused by sending content three weeks late. | "Dates are subject to timely delivery of Client dependencies; delay by Client shifts affected dates by the length of the delay." |
| Net 60 / Net 90 | You are their unpaid credit line. | "Net 30 maximum." |
| "Payment upon Client's receipt of payment from its client" | You are taking collection risk on a company you have never contracted with. | "Payment is not contingent on any third party's payment to Client." |
| Acceptance "in Client's sole discretion" / "to Client's satisfaction" | An unmeasurable standard. Final payment becomes a matter of taste. | "Acceptance is against the requirements in [Exhibit A]. Deliverables are deemed accepted if no written notice identifying a specific failure is given within 5 business days." |
| Unlimited revisions "until Client is satisfied" | No defined end, so no defined price. | "Two rounds of consolidated revisions are included; further rounds are chargeable at [RATE]/hour." |
| Termination for convenience with no payment for work in progress | They cancel in week three and owe nothing. | "On termination, Client pays for all work performed and in progress through the termination date, plus non-cancellable committed costs." |
| "Contractor will maintain $2M insurance" | Often boilerplate nobody checked — but it may be a real cost you have not priced. | Ask what the actual requirement is. Then either price it in, or: "Contractor will maintain insurance appropriate to the value and nature of this engagement." |
| A perpetual NDA covering "all information" | Unbounded in time and subject matter — impossible to comply with confidently. | "3 years from disclosure, with trade secrets protected for as long as they qualify, and standard exclusions for public / already-known / independently developed information." |
| Purchase-order or vendor-portal terms incorporated by reference | Terms you have never read, silently attached — and sometimes amendable by them after you sign. | "The signed Agreement is the entire agreement; purchase-order and portal terms do not apply." |
| "Contractor will not use AI tools" — undefined | Unworkable in 2026. Spell-check, autocomplete, and translation are all AI. Compliance becomes undefined, and therefore risky. | "Contractor may use AI-assisted tools and remains fully responsible for the Deliverables and the warranties in this Agreement. Contractor will not input Client Confidential Information into any tool that trains on submitted data." |
Pick three. Not thirteen.
A redline with fourteen comments reads as difficult and stalls in legal review for weeks. Three specific asks, each with replacement wording, is a five-minute job for the person reading it — and their incentive is to close the file.
Choose the three with the worst downside. Sign the rest.
Thanks — this looks good overall. Three changes before I sign: IP transfers on payment rather than delivery, liability capped at the project fee, and Net 30 instead of Net 60. I've marked them in the attached; happy to jump on a call if it's easier.
No apology, no legal argument, no explanation of why you're entitled to ask. In-house counsel expects a redline. Sending zero changes signals you didn't read it — and it's the freelancers who never push back who end up in the worst contracts.
The reason clause #1 matters so much is that it changes who carries the risk of non-payment.
If ownership transfers on delivery, an unpaid invoice is your problem: you chase a debt through a slow process while they use the work.
If ownership transfers on payment, an unpaid invoice is their problem: they are using something they do not own, and their own legal team will move quickly to fix that.
Same project, same money, opposite leverage. It is one sentence.
Clause #1 decides who carries the risk. Once it is late anyway, there is a schedule for chasing it — and the email that prevents most of it is the one sent three days before the due date.
→ How to ask a client for payment — free, no email.
Once the contract says you get paid on Net 30, you still have to send the invoice. There's a free one here that runs from a single HTML file — no account, no server, and it keeps working with the network off.
→ Offline Invoice Generator — free, nothing to sign up for.
This page is an extract from the Freelance Contract & Invoice Pack — three contracts, a 25-clause library, the offline invoice generator, and the eight-email sequence for collecting an overdue invoice. $29, one payment, no subscription.