Copywriting & Content Agreement: red flags and what's market-standard
Watch work-for-hire language, revision rounds, byline/credit, indemnification for claims about the content, and payment on acceptance vs. on publication.
Who signs these: Copywriters, content writers, ghostwriters.
Check your actual contract
Paste your agreement into Gig Clause for a full clarity score, every flagged clause, and copy-paste suggested wording. Free, no account needed.
Review my contractPayment terms (net period)
How long the client has to pay after you invoice. 'Net 30' means 30 days. Longer periods are effectively an interest-free loan from you to the client, and they compound when combined with slow approval cycles.
Market standard: Net 15 to net 30 for freelancers and small agencies. Net 45-60 appears with larger clients but should be pushed back on. Net 90 is a red flag for a small vendor's cash flow.
Watch for: Net 60 or longer; Payment clock starts on 'approval' rather than invoice date; Client may withhold the entire invoice over a dispute about one line item; No stated due date at all.
Invoices are due within fifteen (15) days of the invoice date. Payment is not contingent on any approval, and the Client may withhold only the specific disputed amount, not the entire invoice.
Late payment interest / fee
A charge that accrues when the client pays late. Without it, there is no financial consequence for a client that pays 60 days after the due date.
Market standard: 1% to 1.5% per month (roughly 12-18% annualized) on overdue balances, plus the right to suspend work until the account is current. Some jurisdictions cap the rate, so 'the lesser of 1.5% per month or the maximum permitted by law' is common phrasing.
Watch for: Clause is entirely absent; Client-favorable version that penalizes the freelancer for late delivery but is silent on late payment; Explicit waiver of any late fee or interest.
Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. The Provider may suspend performance on 5 business days' notice while any undisputed amount is overdue.
Kill fee / cancellation fee
What you are paid if the client cancels the project partway through for their own reasons. Without it, a client can walk after you have done 80% of the work and owe only for 'work completed', which is hard to prove.
Market standard: Payment for all work performed to date plus a percentage (25-50%) of the remaining fee, or a defined percentage of the total fee depending on how far along the project is. Milestone payments already made are non-refundable.
Watch for: Client may terminate for convenience with no payment beyond 'hours documented'; All payments refundable on cancellation; Kill fee only applies if the freelancer cancels.
If the Client terminates for convenience, the Client shall pay (a) all fees for work performed through the termination date and (b) a cancellation fee equal to 40% of the remaining unpaid Project Fee. All amounts already paid are non-refundable.
Scope of work definition
The specific description of what you will deliver. A vague scope ('a website', 'a brand identity', 'marketing support') is the root cause of most freelancer disputes because the client's expanding expectations have nothing to push against.
Market standard: An itemized deliverables list with quantities, formats, and explicit exclusions ('does not include: copywriting, photography, ongoing maintenance'). Anything not listed is a change order.
Watch for: Scope described in one sentence; Phrases like 'and other tasks as needed' or 'to the Client's satisfaction'; Deliverables defined by outcome ('a successful launch') rather than artifacts; No exclusions listed.
The Services are limited to the deliverables itemized in Exhibit A, including the stated quantities and file formats. Any work not expressly listed in Exhibit A, including items in the 'Exclusions' section, is out of scope and handled under the Change Order process in Section X.
Revision limit
How many rounds of changes are included before extra fees apply. 'Unlimited revisions' or 'revisions until the client is happy' means the project can never be finished profitably.
Market standard: Two to three rounds of revisions per deliverable included, with additional rounds billed at an hourly or per-round rate. A 'round' is defined as one consolidated set of feedback.
Watch for: 'Unlimited revisions'; 'Revisions until Client approves'; 'Client satisfaction' as the acceptance standard; No definition of what counts as one round; Revisions include new directions, not just refinements.
Each deliverable includes two (2) rounds of revisions. A revision round is a single, consolidated set of written feedback delivered within 5 business days. Additional rounds, or feedback that introduces a new creative direction, are billed at $[rate]/hour.
IP transfers only on full payment
Whether ownership of the deliverables passes to the client immediately, or only once they have paid in full. If IP transfers on delivery or on signature, an unpaid client already owns everything and has no incentive to pay.
Market standard: All right, title, and interest transfer to the client upon receipt of payment in full. Until then, the freelancer retains ownership and grants at most a limited license for review.
Watch for: 'All work product is the Client's property upon creation'; Assignment 'effective on the Effective Date'; Work-for-hire language with no payment condition; Client gets a perpetual license before paying.
Upon the Provider's receipt of payment in full for a deliverable, the Provider assigns to the Client all right, title, and interest in that deliverable. Prior to payment in full, the Provider retains all ownership and grants the Client a non-transferable license to review the deliverable internally only.
Immediate / work-for-hire IP assignment
Broad language assigning everything you create, sometimes including things you made before the engagement or that you reuse across clients. 'Work made for hire' plus a catch-all assignment can sweep in your templates, libraries, and methods.
Market standard: The client owns the specific custom deliverables. The freelancer keeps ownership of pre-existing materials, general skills, know-how, and reusable tools, and grants the client a license to use them as embedded in the deliverables.
Watch for: Assignment of 'all intellectual property conceived during the term', not limited to the deliverables; No carve-out for pre-existing IP or background tools; Assignment of 'derivatives and improvements' to the freelancer's own tools; Moral rights waiver with no portfolio carve-out.
The assignment in Section X applies only to the Deliverables. It excludes the Provider's Pre-Existing Materials, tools, libraries, and know-how, which the Provider retains and licenses to the Client on a perpetual, non-exclusive basis to the extent embedded in the Deliverables.
Portfolio / self-promotion rights
Your right to show the work in your portfolio and case studies. A full IP assignment plus a broad confidentiality clause can technically prohibit you from ever mentioning the project.
Market standard: The freelancer may display completed, publicly released work in their portfolio and marketing, subject to reasonable confidentiality for anything not yet public. A short embargo (e.g. until launch) is normal.
Watch for: No portfolio right and a broad NDA covering 'the existence of the engagement'; Client approval required for every portfolio use with no time limit; Perpetual ban on identifying the client.
Notwithstanding the confidentiality and IP provisions, the Provider may identify the Client and display the released Deliverables in the Provider's portfolio, case studies, and marketing, once the work is publicly available.
Limitation of liability cap
The maximum amount you could owe the client if something goes wrong. With no cap, a $5,000 project can expose you to a claim for the client's lost profits, which can be orders of magnitude larger than what you were paid.
Market standard: Total liability capped at the fees paid under the agreement (or fees paid in the preceding 12 months for ongoing work). Both parties waive indirect, incidental, and consequential damages, including lost profits.
Watch for: No limitation of liability clause at all; Cap applies only to the client's liability, not the freelancer's; Carve-outs so broad they swallow the cap (e.g. 'except for breach of this Agreement'); Freelancer liable for consequential damages and lost profits; Cap set at a multiple of fees (2x, 5x).
Except for each party's indemnification obligations and breach of confidentiality, neither party's aggregate liability under this Agreement will exceed the total fees paid to the Provider in the 12 months preceding the claim. Neither party is liable for indirect, incidental, special, or consequential damages, or lost profits.
Indemnification
A promise to cover the other party's losses, legal costs, and third-party claims in defined situations. One-sided or unlimited indemnification can require you to pay for lawsuits that are largely the client's fault.
Market standard: Mutual and narrow: each party indemnifies the other for claims arising from its own IP infringement, gross negligence, or willful misconduct. The freelancer's indemnity is usually subject to the liability cap; sometimes IP indemnity is a capped carve-out.
Watch for: Only the freelancer indemnifies; Indemnity covers 'any claim arising from the Services' regardless of fault; Indemnity is uncapped and excluded from the liability cap; Freelancer must indemnify for client-provided content or client-directed decisions; Duty to defend with client's choice of counsel at any rate.
Each party will indemnify the other against third-party claims to the extent arising from the indemnifying party's (a) infringement of IP rights, or (b) gross negligence or willful misconduct. The Provider's indemnification obligations are subject to the limitation of liability in Section X. The Provider has no obligation for claims arising from Client-provided materials or Client's instructions.
Termination for convenience
The right to end the contract for any reason on notice. When only the client has it, and there is no kill fee, the client can cancel the day before final delivery and owe very little.
Market standard: Either party may terminate for convenience on 14-30 days' written notice. On client termination for convenience, the client pays for all work performed plus a cancellation fee (see kill fee). Amounts already paid are non-refundable.
Watch for: Only the client may terminate for convenience; Notice period of 0-3 days; On termination the client owes only for 'accepted' deliverables; No cancellation fee tied to convenience termination; Client may terminate and still demand delivery of in-progress work.
Either party may terminate this Agreement for convenience on 20 days' written notice. On termination by the Client for convenience, the Client shall pay all fees for work performed through the effective date plus the cancellation fee in Section X. Sums already paid are non-refundable.
Mutual confidentiality with carve-outs
The obligation to keep the other side's non-public information secret. Standard and usually fine; the issues are whether it runs both ways and whether it has the normal exceptions.
Market standard: Mutual obligation, 2-5 year term (or perpetual for trade secrets), with the standard carve-outs: information that is public through no fault of the recipient, already known, independently developed, or rightfully received from a third party. A carve-out for compelled legal disclosure.
Watch for: One-way: only the freelancer is bound; No standard carve-outs; Definition covers 'all information disclosed' with no marking or context requirement; Perpetual obligation on all information, not just trade secrets; 'Residuals' clause that lets the client freely use your unmarked ideas.
The confidentiality obligations are mutual. 'Confidential Information' excludes information that (a) is or becomes public without breach, (b) was known to the recipient without a duty of confidentiality, (c) is independently developed, or (d) is rightfully obtained from a third party. A party may disclose as required by law after giving reasonable notice. Obligations last 3 years from disclosure, except trade secrets, which are protected for as long as they remain trade secrets.
Governing law and venue
Which jurisdiction's law applies and where a dispute must be filed. If it is the client's home turf far from you, even a strong claim can be uneconomical to pursue or defend.
Market standard: A neutral or mutually convenient jurisdiction, or each party's own courts for claims it brings. For small contracts, the practical answer is often the freelancer's location because they are the more resource-constrained party.
Watch for: Exclusive venue in a distant jurisdiction with no connection to the work; Client's choice of forum, freelancer must appear; Waiver of objection to inconvenient forum; Loser pays all fees combined with a far venue.
This Agreement is governed by the laws of [Provider's state/country], excluding its conflict-of-laws rules. Each party consents to the exclusive jurisdiction of the state and federal courts located in [Provider's city] for any dispute, or the parties may agree in writing to remote proceedings.
Independent contractor status
Confirmation that you are a contractor, not an employee: you control how the work gets done, you provide your own tools, you are responsible for your own taxes, and you get no employee benefits. Also relevant to who owns the IP by default.
Market standard: A clear statement of independent-contractor status, no authority to bind the client, each party responsible for its own taxes, and no benefits. Paired with the freelancer keeping control over methods and schedule.
Watch for: Contract asserts contractor status but then dictates hours, location, and tools like an employer; Freelancer must work exclusively on client premises with client equipment; Client controls detailed methods and requires set working hours; 'Contractor' label with employee-style non-compete and reporting structure.
The Provider is an independent contractor. The Provider controls the manner and means of performing the Services, provides its own equipment, sets its own schedule, and is responsible for its own taxes and insurance. Nothing in this Agreement creates an employment, partnership, or agency relationship, and neither party may bind the other.
Not legal advice. Gig Clause is software, not a law firm or a professional service, no attorney reviews, drafts, or is otherwise involved in anything it produces. It automatically highlights common contract issues and suggests negotiation language. Using it does not create an attorney-client relationship. For decisions with significant financial or legal consequences, consult a qualified attorney licensed in your jurisdiction. Clause standards vary by industry and location and change over time.