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CONTRACTS5 min read

The 8 contract clauses that determine whether you get paid

Apr 27, 2026Dekimu

Freelance contracts are mostly written by the party with the lawyer. That party is almost never you. The good news is that a small number of specific clauses swing a contract from "we pay if we feel like it" to "we pay on a clock." Here are eight, in the order they matter.

1. Payment schedule with a real trigger

Payment tied to "upon completion" or "upon acceptance" gives the client a subjective veto. Tie it to dates or milestones: 50% on signature, 50% on delivery; or net-7 from invoice date. A calendar is enforceable; a feeling is not.

2. Late fees with teeth

A punitive late fee that's actually written into the contract is worth ten reminder emails. In the EU you're entitled to €40 plus 8 percentage points over the ECB rate under Directive 2011/7 — write that into the contract so there's no argument. In the US, 1.5% per month on overdue balances is standard and enforceable.

3. Scope definition with a change-order clause

Define the deliverables in a way a stranger could verify. Then add a change-order clause: anything outside the defined scope is a separate written amendment with its own price. This is the single biggest defence against scope creep.

4. IP transfer contingent on payment

Ownership of the work transfers when full payment clears. Not on delivery. Not on acceptance. On payment. This gives you actual leverage on anything the client wants to keep using — and it's the clause that ends ghost-client stories fastest.

5. Kill fee for client-side termination

If the client cancels mid-project through no fault of yours, you keep a pre-agreed percentage of the remaining fee. 25–50% is standard. Without this, a cancelled project pays you zero for the next month of your calendar you already blocked.

6. Governing law and jurisdiction

Specify the country and courts that handle any dispute. If you're a Spanish freelance and the client is a US corporation, default governing law will be wherever the client's legal team chooses. Set it to your jurisdiction in the contract — most clients won't push back.

7. Confidentiality (mutual, not one-way)

Client-drafted NDAs almost always bind you and not them. Make it mutual: both sides keep each other's information confidential. This protects your rate card, your methods, and the fact that the client is working with you at all.

8. A non-solicit that works both directions

The client can't hire your subcontractors for 12 months after project end without paying a buyout. You can't poach the client's employees either. Without this, a big client can quietly hire the dev who built the thing, cutting you out of future work.

A contract is not a trust exercise. It's the document you read when trust has already broken.

Before you sign anything, search for each of these. If a clause is missing, ask for it. If the client refuses two or more, that's usually the best information you'll get about the relationship before money changes hands.