Contract between a client and freelancer specifying scope of work, payment, IP ownership, and confidentiality.
Civil court where contract was to be performed or where breach occurred.
3 years from breach (non-payment or non-delivery) — Limitation Act 1963.
This coverage is provided by a practicing advocate. Specific sections cited depend on the facts you provide during drafting.
A Freelancer Agreement (also called an Independent Contractor Agreement) is a contract between a business/individual (client) and a freelancer/independent contractor specifying the scope of work, deliverables, payment terms, deadlines, intellectual property ownership, confidentiality obligations, and the independent (non-employee) nature of the relationship. It protects both parties and ensures clarity on key commercial and legal terms.
Execute a Freelancer Agreement before engaging a graphic designer, software developer, content writer, marketing consultant, photographer, or any other independent contractor for a defined project. The agreement establishes that the freelancer is not an employee (avoiding labour law obligations), clarifies IP ownership, and creates an enforceable basis for payment disputes.
Freelancer Agreements are governed by the Indian Contract Act, 1872. The distinction between 'employee' and 'independent contractor' is important: employees are covered by labour laws (Industrial Disputes Act, EPF Act, Gratuity Act, etc.) while independent contractors are not. Courts look at factors like control, exclusivity, and method of payment to determine the true nature of the relationship. IP created by a contractor belongs to the contractor unless expressly assigned to the client.
Without a written agreement: IP ownership defaults to the freelancer (not the client); payment disputes have no clear basis; the scope of work is disputed; and there is no remedy for delay, non-delivery, or poor quality. The client may also face challenges claiming the work product if the relationship is later classified as employment.
By default under Indian copyright law, the author of a work owns the copyright — meaning the freelancer owns work they create, even if paid by the client. An IP assignment clause in the agreement is essential to transfer copyright to the client. Without it, the client merely has a licence to use the work.
Key differences: an employee works under the direction and control of the employer (method and manner), typically exclusively, receives fixed salary and benefits, and is protected by labour laws. A freelancer is an independent contractor who controls how they do the work, may work for multiple clients, is paid per project/invoice, and is not covered by employee labour protections.
Yes. If a 'freelancer' is found to work exclusively, under detailed direction and control, and in a manner resembling employment, labour authorities or courts can reclassify them as an employee. This triggers EPF, ESIC, gratuity, and other obligations. Genuine contractual independence is the safeguard.
Common structures: 50% advance + 50% on completion; milestone-based payments (20% kickoff, 30% mid-project, 50% on delivery); monthly retainer for ongoing work. Include a clause for late payment interest (typically 18–24% per annum) and suspension of work if payment is delayed beyond X days.
A kill fee is a payment made to the freelancer if the client cancels the project after work has begun. It compensates the freelancer for time invested. Typically 25–50% of the agreed project fee. Including a kill fee clause protects both parties from arbitrary project cancellations.
Specify the number of revisions included in the base price (typically 2–3 rounds). State that additional revisions will be billed at an hourly rate. Define what constitutes a 'revision' (minor changes) vs a 'new scope' (significant changes requiring a new agreement or change order).
Yes, but enforceability under Section 27 of the Indian Contract Act (restraint of trade) is limited. Courts have generally held that broad post-contract non-competes for freelancers are unenforceable. A narrowly tailored non-solicit clause (not to poach the client's customers/employees) is more likely to be upheld.
The agreement should include a liquidated damages clause for delay (e.g., X% per week of delay, up to Y% of the contract value). Liquidated damages must represent a genuine pre-estimate of loss to be enforceable under Section 74 ICA.
Please confirm all of the following before proceeding with your Freelancer Agreement document:
Please confirm all eligibility conditions above to proceed. If you are unsure about any point, you may not be eligible for this type of notice.