This one is a cover page on Common Paper's Professional Services Agreement , standard terms written by a committee of lawyers and free to use. The cover page holds your deal and its first statement of work; the standard terms handle warranties, liability, confidentiality and termination the same way for everyone who uses them.
Freelancers call it a freelance contract; a client may call the same document an independent contractor agreement or a service agreement. The names are compared further down.
What a freelance contract should include A freelance contract should say who the parties are, what the work is, what it costs and when it's paid, who owns the result, and how the contract ends. Here's where each part sits in this one.
What a freelance contract includes, and where this one says it What it settles Where it is Parties Who provides the services and who receives them Cover page, Parties Services and deliverables The work, and a list of what the client gets Section 1, Services Revisions How many rounds each deliverable includes; more are agreed in writing Section 1 Timeline When the work starts and when it ends, or that it ends on delivery Section 1 Fee and payment The fee, any deposit, when invoices go out and how long the client has to pay Section 2, Fees and Payment Ownership When the work becomes the client's Section 3, Ownership and Publicity Portfolio Whether you may name the client and show the work Section 3 Liability, law and disputes A cap on liability, the governing law and the chosen courts Section 4 Late fee and kill fee A charge on an invoice paid late, and what the client pays if they cancel Section 5, Late Payment and Cancellation, when you choose them Confidentiality What each side must keep private Standard Terms Ending the contract When either side may end it, and the final invoice Standard Terms Independent status That both sides are independent contractors, not each other's agents or partners Standard Terms Changes to the work A written change order, agreed by both sides Standard Terms
A sample freelance contract, filled in Here's the contract filled in with its example: a brand designer refreshing a client's identity for $4,800, with a 30% deposit.
The sample contract's first page. The second holds the standard terms and both signatures. The sample contract's terms, and what to change In the sample What to change Services Refresh the client's brand identity: strategy, a new identity system, guidelines and a handoff One or two sentences on the work, in words the client would use Deliverables Four, from a strategy summary to the handoff files Everything the client receives, one line each Revisions Two rounds per deliverable What your price assumes Fee $4,800 for the project A project fee, an hourly rate or a monthly fee Deposit 30% before the work starts Useful with a new client: it shows the budget is real Payment Period 14 days from the invoice date 7, 14 or 30 days Late fee 1.5% a month on an unpaid invoice 1% or 2% a month, or none Kill Fee The work done plus 25% of the fees left 50% for a project that fills your calendar, or none Time of Assignment Once the fees are paid in full Keep it: the work stays yours until you're paid Publicity Rights The work may be shown publicly Only in private, or not at all, if the client asks Governing Law California, United States The law where you or your client is based
Payment terms: what net 30, deposits and milestones mean Payment terms say when you invoice and how long the client has to pay: net 30 means 30 days from the invoice date. They matter more than they look. According to Ruul's Freelance Economy Report 2026 , which brings together more than 25 sources, 85% of freelancers have invoices paid late.
Payment terms freelancers use, and how this contract writes them What it means In this contract Net 7, net 14, net 30 The client pays within 7, 14 or 30 days of the invoice date The Payment Period Deposit Part of the fee paid before the work starts 30% up front, counted toward the first invoice On delivery One invoice when the work is delivered The Invoice Period, on delivery Milestones An invoice each time an agreed milestone is reached The Invoice Period, in milestones Monthly An invoice at the end of each month Hourly and monthly fees
The payment step: the fee, how it's paid and how long the client has to pay, written into section 2 as you choose. To get paid on time without chasing, Ruul can invoice your client with automatic reminders and pay you out within one business day after they pay. Turn on “I'll invoice through Ruul” on the last step, and the contract tells your client that invoices come from Ruul and that paying Ruul settles them.
Late fees and kill fees A late fee is a charge on an invoice paid after its due date, usually a percentage of the unpaid amount each month. A kill fee is what the client pays if they cancel the project before you deliver it. This contract offers both, on the step after the payment, and neither goes in until you choose it.
Usual late fees and kill fees, and what this contract says Usual range In this contract Late fee 1% to 2% a month on the unpaid amount, 1.5% most often 1%, 1.5% or 2% a month from the day after the Payment Period, or the highest rate the law allows if that is lower; none on an amount disputed in good faith Kill fee 25% to 50% of the fee not yet earned, on top of the work done The work done plus 25% or 50% of the fees left, with any deposit counted toward it; for a project fee
Agree both before the work starts, not when an invoice is already late, and repeat the late fee on every invoice. Ruul's guide to late payment fees has worked examples and the wording to use. In the UK and the EU, the law also gives you interest on late business payments, whatever the contract says (payment terms in contracts ).
Who owns the work The client owns the work from the Time of Assignment, which this contract sets either when the fees are paid in full or as soon as the work is made; until then, it stays yours.
Paid in full is the safer choice for a freelancer: if an invoice goes unpaid, the work hasn't changed hands. “Work made for hire”, a phrase many clients use, is narrower than it sounds. In US copyright law it mostly covers employees' work, plus a few kinds of commissioned work when both sides agree in writing, as the US Copyright Office explains . For most freelance work, ownership passes through an assignment like the one in this contract.
Publicity Rights are the other half: whether you may name the client and show the work in your portfolio. The contract asks you to choose publicly, only in private (in proposals to other clients, say) or not at all.
Other names for this contract The same agreement goes by several names, depending on the country and on who writes it; what it settles stays the same.
Other names for a freelance contract Where you'll see it Same as this contract? Independent contractor agreement The most searched name in the US, often used by clients hiring freelancers Yes. The standard terms call both sides independent contractors Service agreement Common in the UK, India and Australia, and this contract's own title Yes Contractor agreement Also used for construction and trade work Yes, for freelance services Consulting agreement Advice and expertise more than deliverables Yes. Describe the advice as the services Professional services agreement The name of Common Paper's standard terms behind this contract Yes Contract for services A UK legal term, as opposed to a contract of employment Yes 1099 contractor agreement US clients who report the payments on Form 1099 Yes
Independent contractor or employee? A contract can say you're independent, and this one does, but it doesn't settle the question: tax and labor authorities look at how the work is actually done.
In the US, the IRS weighs who controls how and when you work, how you're paid and how the relationship is set up (its guidance ), and some states, California among them, apply a stricter test of their own; other countries have their own tests too. If a client sets your hours, gives you their equipment and is your only client, ask an accountant or a lawyer where you're based.
After it's signed Each new project under this contract needs only a statement of work , not a new contract. When the first invoice is due, you can invoice without a company of your own through Ruul, and if the work is monthly, subscriptions send the same invoice every month.
Questions freelancers ask about contracts What is a freelance contract? An agreement between a freelancer and a client that sets the work, the fee, when the client pays, who owns the result and which law applies. It's also called an independent contractor agreement or a service agreement.
Is a freelancer the same as an independent contractor? In most uses, yes: both work for clients through their own business rather than as employees. Independent contractor is the term tax authorities use, especially in the US; freelancer is the everyday word.
Do freelancers need a contract? Not for every small job, but without one, the scope, the fee and the payment date rest on emails and memory. A signed contract is what you point to when a client asks for more work, pays late or disputes what was agreed.
What does net 30 mean? That the client has 30 days from the invoice date to pay; net 14 means 14 days. This contract calls it the Payment Period and lets you choose 7, 14 or 30 days.
Who owns the work in a freelance contract? Whoever the contract says, from the moment it says. This one passes ownership to the client either when the fees are paid in full or as soon as the work is made, as you choose. Until then, the work stays yours.
Can I show the work in my portfolio? If the contract allows it. This one asks: publicly, only in private settings such as proposals to other clients, or not at all. Without such a clause, ask the client in writing.
What if the client asks for more work? Agree it in writing before you start it: a change order for the current project, or a new statement of work for a new one. Under the standard terms behind this contract, a change order doesn't take effect until both sides agree to it in writing.
How do I end a freelance contract? As the contract says. Under these standard terms, while a project is under way either side can end the contract only if the other breaks it and doesn't fix the breach within 30 days; with no project under way, either side can end it for any reason. You then send a final invoice for the fees earned until then.
Can I use this contract with a client in another country? Yes. Choose the law and the courts on the Law step, usually where one of you is based, and set the fee in the currency you agree on. When the work is done, Ruul can invoice clients in 190 countries.
What's the difference between a freelance contract and a statement of work? The freelance contract sets the terms for the whole relationship and holds the first project; a statement of work adds each later project under it, with its own services, dates and fee.
Can I add a late fee or a kill fee? Yes. On the step after the payment, choose a late fee of 1%, 1.5% or 2% a month and a kill fee of 25% or 50% of the fees left. Neither is in the contract until you choose it.
What is a kill fee? A fee the client pays if they cancel a project before it's delivered, on top of the work already done. It makes up for the time you set aside and the work you turned down. In this contract it's a share of the fees left, 25% or 50%, and a deposit counts toward it.
How much should a kill fee be? Usually 25% to 50% of the fee you haven't earned yet. The more of your calendar the project holds, the closer to 50% it can be.
Can I charge a late fee as a freelancer? Yes, when the client agreed to it in the contract. 1% to 2% a month on the unpaid amount is usual, 1.5% most of all. Agree it before the work starts and repeat it on every invoice.
Are late fees allowed everywhere? Not at any rate. Many countries and US states cap what can be charged, and a fee far above the usual range may not hold up. That's why this contract's late fee stops at the highest rate the law allows.
Is a service agreement the same as an independent contractor agreement? For freelance work, yes: both set the services, the fee and the terms between a business and someone who isn't its employee. This contract is titled Service Agreement, and its standard terms call both sides independent contractors.
How do I sign the agreement online? You sign first, on the last step: draw your signature or type your name. Then share the link. The other side reads the agreement on their own page, adds the details you left for them, signs and emails the signed link back to you. Either of you can download the PDF with both signatures.
Is it free to use? Yes. Making the agreement, signing it, sharing the link and downloading the PDF or the Word file are all free, and none of it needs an account.
Can I edit the agreement in Word or Google Docs? Yes. Download it as a Word file and change any part of it in Word, Google Docs or Pages. The Word file comes without signatures: to sign the agreement online, sign it here and share the link.
Is the signed agreement stored anywhere? Not on a server. The agreement and the signatures travel in the link itself. Your agreements also stay in My contracts, in this browser only, and clearing your browsing data deletes them. Download the signed PDF and keep it with the signed link.
Which country's law should the agreement use? Usually the law where one of you is based, and the courts of that place. If you and the client are in different countries, agree on one before you sign: a dispute is far easier when the agreement already says where it goes.
Is this legal advice? No. The generator gives you a solid starting point on standard terms written by lawyers, but it doesn't know your situation. For anything unusual, or a large project, have a lawyer where you or your client are based read it first.
