---
title: '9 Essential Elements of Every Freelance Contract'
source: 'https://youtube.com/watch?v=0MW3qHawDWs'
video_id: '0MW3qHawDWs'
date: 2026-07-14
duration_sec: 0
---

# 9 Essential Elements of Every Freelance Contract

> Source: [9 Essential Elements of Every Freelance Contract](https://youtube.com/watch?v=0MW3qHawDWs)

## Summary

This webinar features Brad Miller, founder of Miller Law, discussing the critical importance of written contracts for freelancers and entrepreneurs. He outlines nine essential elements every freelance contract should include to protect assets, ensure payment, and establish clear expectations, while also addressing common pitfalls and the value of investing in legal protection.

### Key Points

- **Introduction and Disclaimers** [00:00] — Brad Miller introduces himself as a business lawyer focusing on small businesses, mergers, acquisitions, and franchisees. He clarifies that the presentation provides general legal information, not specific legal advice, and that no attorney-client relationship is formed.
- **Why Written Contracts Matter** [02:30] — Contracts remove ambiguity, protect against less scrupulous clients, pre-qualify prospects, and make you look professional. They also generate trust by clearly outlining obligations for both parties.
- **Common Scenarios Where Contracts Are Needed** [05:00] — Examples include project cancellation, scope creep, clients bringing in other people for similar work, and failure to make payments. A contract provides protection and recourse in these situations.
- **Key Contract Principles** [08:30] — Contracts protect both parties. Never start work without a signed contract. Don't blindly accept the other side's terms; negotiate. Anticipate negotiation and know your deal-breakers. If the client brings in a lawyer, you should too.
- **Essential 1: Introduction and Parties** [13:00] — Clearly name the parties, including whether they are individuals or business entities. If you have an LLC, ensure the contract is in the LLC's name to maintain personal liability protection.
- **Essential 2: Scope of Work** [14:30] — Define exactly what work you will do. Any ambiguity can be exploited. Include deliverables, timeline, and client obligations (e.g., providing assets, feedback). Specify consequences if the client fails to meet their obligations.
- **Essential 3: Change Orders / Revisions** [18:30] — Establish a process for handling changes to the scope of work, including how they affect price and timeline. Require written notice for change requests.
- **Essential 4: Payment Terms** [20:00] — Specify fees (flat fee, hourly, etc.), payment schedule (deposits, milestones, monthly), due dates, late fees, and incentives for early payment. Be specific about when payment is due.
- **Essential 5: Intellectual Property (IP) Ownership** [22:00] — You own the IP until final payment is received. This gives you leverage to ensure payment. Also include permission to use the work in your portfolio.
- **Essential 6: Termination** [24:00] — Define how and when either party can terminate the contract. Ensure you get paid for work done up to the point of termination.
- **Essential 7: Legal Provisions (Indemnification, Liability, Default)** [25:00] — Include indemnification (client covers you if third-party claims arise), liability limits, and what constitutes a default (e.g., non-payment). Add an attorneys' fees provision so the client pays your legal costs if you have to sue to collect.
- **Essential 8: Signatures** [27:00] — Ensure both parties sign. If you are an LLC, sign in the company's name (e.g., "Unreal Collective LLC by Jay Klaus, President") to maintain personal liability protection. Electronic signatures are valid and efficient.
- **Q&A: Affording an Attorney** [29:00] — Investing in legal services is an investment, not an expense. A lawyer-drafted contract template can be used repeatedly. For LLC formation, you may do it yourself, but contracts should be done by a lawyer.
- **Q&A: Recourse Without a Written Contract** [31:00] — Oral agreements and email exchanges can still be enforceable, but it's harder to prove the exact terms. A written contract simplifies enforcement.
- **Q&A: Contract Generation Software** [32:00] — Software-generated contracts are better than nothing but lack customization for your business and state-specific laws. A custom contract from a lawyer is superior.

### Conclusion

Having a well-drafted written contract is essential for protecting your freelance business. Investing in a custom contract from a lawyer provides peace of mind and a strong foundation for client relationships.

## Transcript

hello hello welcome everyone thanks for joining us we have a super dense and important and informative webinar for you guys today I'm joined with a friend of mine Brad Miller and he's going to talk to us about contracts everybody's favorite subjects if you are like me contracts may be kind of scary to you and you may have a lot of questions in which case we would love to save some time at the end of this for Q&A and we will be doing that so feel free to ask questions in the chat or in the ask a question section below the video and we will get to that at the end of Brad's presentation so stick through to the end brad has a lot that he's going to go through today including the 9 essentials for your contract every freelance contract which I think will be super super helpful and I'm going to be taking lots of notes this is a webinar that's part of the series of unreal collective members spotlights unreal collective is an online accelerator for freelancers and founders to help you level up and take your business to the next level so I've been lucky to work with Brad for the last 12 weeks it's been a whole lot of fun he's been on each of our our calls last 12 weeks dropping a ton of knowledge to a lot of freelancers and founders which were super excited about so once again remember you can ask a question at any point throughout this period you can ask it in the chat or in the ask a question section and we'll get to that at the end so Brad Miller who is joining us is the founder of Miller law he practices exclusively in the area of business law focusing on small businesses mergers acquisitions and franchisees he'll talk more about that he can interest you to introduce himself better than I can and so Brad at this point I'm going to turn it over to you if you want to introduce yourself and Miller law a little bit and get into our presentation thanks Shay let me hop in here all right so as a lawyer you know I love disclaimers okay not really but did once before I get going here make a couple things clear about this presentation so first of all nothing in this presentation should be considered legal advice everything that we'll be talking about today is gonna be kind of general legal information it's not specific to you or any situation the the things we're going to talk about our areas that I've seen freelancers and entrepreneurs get into trouble with I'm gonna provide so maybe some general recommendations away you can prevent some issues you know ultimately though you know after today you know when you've got lots of questions and things like that really need to reach out to a business lawyer and and have them go through your specifics that's where the only way you can kind of really protect yourself on that and the second disclaimer is that I am NOT your lawyer just because we're on this today does not mean that I am you know representing you or there's any attorney-client relationship or anything like that so again need to make sure that I get that clear going forward so everyone's aware all right now under the fun stuff one of the biggest issues that I see entrepreneurs and a franchisee or a freelancer excuse me run into is not having any sort of a written contract in place something between them and your clients or sometimes you may be you'll have gone online you'll have downloaded one of these free templates or somebody else has got their agreement online you kind of download it on the internet put your name on it and ultimately because it's not really customized it ends up being worth less than the price you paid for it so my goal here in the next and I'm really gonna try to keep this 3040 minutes is to kind of impress upon you why it's important to have a written contract in place for your business and then also give you some information about what you might want to have in your contract to make sure that you get that protection for yourself as well as your business so as Jay mentioned my name is Brad Miller I am a business lawyer I have been practicing now for over ten years most of that as a solo attorney running my own practice so I I get what it is like to run your own business it's it's what I do on a day to day basis and so I totally understand where you may be coming from as a freelancer or you know as an entrepreneur yourself running running a business like I said all I do is work with businesses doing business law I don't try to do divorce work or criminal work or anything else like that it's all strictly businesses business issues right now my current focus is on franchisees as Jay mentioned and also helping people buy and sell kind of smaller businesses so obviously if you have any those issues let me know but I've been here in Columbus for almost 20 years now I came for college haven't ever left probably still stay in the area going forward in the near future or a foreseeable future at that so and as as Ana's mentioned we do have a hashtag so if you want to put that on Twitter or whatever you can do so alright so for for many entrepreneurs and freelancers your business is the most important valuable asset that you have it might be your primary source of income maybe it's just what you do to supplement your day job but it's going to be probably a big part of your life and you know especially if you're again on a solo person yourself and you've got clients would be more established in business or more established and bigger than you you're gonna want to make sure that you've got protection of your assets in here and really the best way to do that is to make sure you always use a contract whenever you're doing work with I'm having some agreement in writing is it's important because it removes all the doubt of the ambiguity all the confusion about what each side is going to do everything is going to be written there in the contract it slowly I said it kind of sits out exactly what's gonna be happening by each party in there it removes any opportunities for maybe a less than upstanding client to take advantage of you again especially if you're dealing with larger clients maybe ones that are more experienced the business have more resources behind you there are opportunities where they see you is the little fish and they may try to take advantage of that situation if you've got a good contract in place you can help kind of remove that opportunity for them because they know that you've got these protections in place I mean everything again is set out in writing for you having a contract allows you to kind of pre qualify one of the reasons I hear from a lot of freelancers why they don't use contracts is because they're afraid that if you put a claw to a contract out in front of the clients it's gonna scare them away and they don't want to do that but really to me if a prospect if potential client is not willing to to sign a contract that sets out exactly what's gonna happen what the work is gonna be able to do for them that's a big red flag for me you don't want to start working with a client who isn't a hundred percent committed and if they don't are not willing to agree to sign that into some of a contract to me that says that they're not really committed to what's going to happen if they're not willing to if they're hesitant to sign this contract they're probably gonna be hesitant send you a check down the road as well so better to get that out of way upfront then do all this work and then and then for the problems down the road maybe not getting paid for it and a contract I mean it makes you look professional if you've got a written contract in place it shows that this is a business this is not just a hobby this is something that you've invested your time your money in you've got this contract you've taken the time and to get that you you know you're serious about what you're doing contracts besides that also cut to generate some trust in the prospect your client again it's in writing exactly what it is that you are doing for that client and so they can hold you accountable for that if it says you're gonna be drafting or creating them a logo it will specifically say look we've got a logo here this is what I'm gonna be doing and that's what they can expect from you hey Brad I was gonna ask you maybe you have this so if this is later in the presentation just let me know do you have a way that you recommend somebody introduce the contract into the conversation with a potential client when that should happen how you should introduce that in such a way that builds trust and makes them comfortable there's a me it's definitely important to have it in place before you start work so if you may be that the place that makes the most sense might be when you are or right after you have gotten a proposal and put in front of them so you said here's what it is that I want to be I'm gonna be doing for you here's the price and they've agreed to that at that point you say alright that sounds great let me get that written down let me get that put down into a contract and get it over to you to sign so we can get started working and if you just make it I think part of this is the process this is the way it is and all I'm gonna be doing is taking what we've just agreed to and just putting it down in place in this contract I think that might help make it kind of an easier transition you're not gonna try to you know scare them you're not setting up any any red flags or anything like that for them if it just kind of part of that natural process of it's just how we do work yeah so almost making it like a non-event exactly yep and the last the last thing to do is that it helps you know and the big part is that having a written contract in place is going to help protect your assets things are gonna happen during the course of work on a client you know maybe they decide in the middle of the project they want to walk away something's happened maybe the fundings cut maybe you get in a disagreement you know whatever might happen and you know having this contract in place is going to give you the ammunition to make sure that you get paid for the work that you do and also gives you protection from liability if the client tries to come back on you or some third party comes and tries to come back on you that's where you can use this this contract to give that ammo if there's any issues down the road for it we got a question from Adam on that last point his question is is a proposal generally the same as a contract it may be phrased differently could a proposal be could double as a contract or do you suggest two separate sort of documents I mean a proposal can be a contract I would still suggest having an actual written formal contract in place after that generally in the baby you make the proposal part of the contract and then after that sign you just have all the the legal stuff at the end and all the different specifics in there but to me the proposals that would set out the scope of the work so what exactly you're gonna be doing for the client and the overall either the the price here's the flat fee for it or it's going to be $300 an hour and here's about what it would expect it to be so really you're kind of focusing in a proposal on the work and the price maybe a timeframe as well then when you do the rest of the contract you'll have other things like liability protection what happens if one part one party wants to terminate the things we'll talk about here later on in the in the presentation you know and so you can have them as kind of one separate and kind of included in there but I definitely think that the the written contract here that we're talking about primarily if something's gonna come in after you've got your prot your proposal agree to already yeah I think to add on to that I think a proposal you want that to generate as little friction as possible for someone to say yes I agree with this scope of work and I agree with this cost let's move forward at which point you have what is it confirmation bias to make the next event of the contract a non-event and just say okay great glad you want to move forward this is the last step let's get going right exactly all right so from from speaking worked with clients there's definitely times when and talk with them they wish that they would had a contract in place and so I kind of want to go through a couple of those situations for you to kind of let you think about you know if when you know the benefit of having something in place during these or maybe if you've run in these situation as well you get a little bit of tease there the first one everybody at some point where's gonna have a project canceled on them maybe the clients funding isn't where they thought it was going to be and cash is going to be an issue and so they need to stop the project now before they start incurring too much they can't pay for maybe you have a disagreement with the way they're the the client wants to go with it and just the relationship isn't working out maybe the project is just something that is no longer a high priority for them maybe they hired you to do a new website for them and through the process of that it became apparent to them that this website was really not the highest priority for them at this time they may be focusing on something else and so maybe they said you know what we need to hold off on what we're doing now with you so having a contra place at this point you know is is a good a good thing to have so that you know how to handle those situations maybe the client has roof has requested a significant change in the scope of work you were brought in to take the current website to make it responsive for them and now they decide you know what we need more than just a responsive website but we need some way to actually overhaul the whole thing we need to make it you know website I don't know what we're at now 4.0 or something like that you know it needs to be more modern and so they they want you to do more work than what specified and again this is when you want to make sure you've got something in place to protect you from that so that you don't run into an issue of doing and exam that scope creeping that we run into you know either it's expanded or even sometimes new things be brought into if the client comes to you and says the contract isn't necessary just go ahead and trust them that is also another big red flag again it goes back to showing that they're not really willing to commit to you they're not willing to admit commitment to the work and so something like this you you're probably better off not taking the client in the first place if that's the case and this but you never know that unless you had the contract in the first place that you were offering to them at that point if you know there's a problem if the client brings in other people do the same work so I don't know if you've run in the situation where you're doing a project for the client and then all of a sudden you find that there's other people there doing something very similar to that or something that kind of borders on what you're what you're doing for them again this kind of goes to a lack of trust they're there they're showing you they don't really trust you they don't trust the work that's being done for them and it usually means that you're gonna be fired here soon and they probably won't pay so this one you definitely want to have a a contract in place to handle what happens if they decide they want to pull the plug on you to make sure that you do get paid for that work that you've done at that point and of course clients feeling to make payments you want to have something in place at that point too that sets out your rice to collect the money for the work that you have you have actually done for them all right so before I get into what you want to have in the contract there are a few kind of important things that I think that you should know about about contracts the first one being that they're there to protect both parties so most of this presentation here we're going to be talking about what we can do to protect you as the freelancer as the entrepreneur but the client also gets benefit because in the contract it's clearly set out what you're gonna be doing for them if you're gonna be doing a website it will clearly state in there here are exactly what you're gonna be doing for that website if you're gonna be drafting the copy for it if you're gonna be in charge of the the images if you're gonna be doing any of the SEO for the website anything like that you want to make sure that that's in place so that the the client knows what they're getting for what they're paying for um so they're not surprised when you say oh all use all I thought we were doing is just the the SEO for the site and they intended you to be doing new copy as well as new images and and doing them more significant changes for it so it protects both sides not just you on there I think as a freelancer you know this becomes another selling point for the non-event which is sending the contract saying okay great we agree to this scope of work let me get that into writing so that we both know exactly what's going to happen and I'll send that over to you tomorrow this afternoon whatever yeah and sometimes you know if client gives you a bit of pushback you know maybe like you know do we really need a contract is this something that's really necessary that we go through that can we just get started that's a good response is that hey this contract is also here to protect you so that way it's clearly set out exactly what you're gonna be getting for me and what my obligations are to you it's not just something for me again you know don't work with that one don't start the work without a contract it's it's very easy to say oh I'm going to we'll get the contract in place in a minute you know it's not a big deal we'll we'll just get started I can tell you from experience that 99% of the time if you start doing the work before you have that contract in place even if you have the best intentions of to get that contract done it's not gonna happen because you're gonna get busy with the work you are going to the clients going to get busy what they're doing they're not gonna think about it and you're never going to get back to it and by the time you think about it again either something terrible's happened or the projects over at that point and so it's it doesn't really help you so - at the beginning again it also is great because it sets out those expectations of what the clients gonna get and then what you're gonna be asking for them in return and have that up front instead of waiting down the road for it don't blindly accept the other side's terms you may get a contract from the client that they have you to sign especially if your client works a lot with freelancers outsources a lot of work they may have a contract a standard contract that they like to use and you may be tempted to just sign it and you know to kind of get through the work and to get going but you know is especially I've noticed the bigger the client is a lot of the times they don't even actually know or really understand what's in the contract that they've got it may have been drafted for a client for a specific circumstance that doesn't apply to you you're doing completely different kind of work it may have been it may been passed down to them from four to a manager or a co-worker or someplace like that and the person you're dealing with doesn't actually really know what it says they just know that this is our standard contract that we send out and so you and they may be agreeing to something again doesn't really apply to you it's not really going to be good for either of you in the circumstance it's the process of negotiation where you each have the chance to go back and forth and to work out the terms so there's something that you both agree to that's what really makes a contract fair to both parties as I mentioned it's not just we're looking to protect you but this contract also is helping the client as well and part of the way that they get that protection is by having input and what it says what the terms and the language is that they use to that point always anticipate that there will be some sort of negotiation in your contract you know the you may have what you feel is the best contract out there and it's wonderful and everything else but invariably the clients going to come back and see something they kind of want to change for whatever reason the way they read it the way they think about something they just like the way it says and they want some changes to it it's going to happen so don't be alarmed when that does occurred come up don't let it take you back and think that they're totally you know pushing putting you down and they don't want to work with you it's just again part of the process of making this contract fair that said you should have some points or know up front exactly what it is that is your your must-haves or the deal-breakers things that you're not going to back down on that they're important to you some things in your contract and again it'll depend on you what you're doing but it could be things such as the transfer of intellectual property rights so when the content when the the client gets the the rights to whatever you're doing for them it could be wrong yeah regarding the termination provisions how you can terminate when you can terminate payments and things like that upon termination and then also liability shifting so identification making sure that you get protected in case something happens in case the client comes back or a third party comes to you sometimes that happens when you've got if you P open source or if you're doing other code or approach things that you're bringing in and you're using that there's a possibility that whoever owns that that code or whatever you that you're using software could come back and raise an issue you would make sure that you're protected through the language of the liability in there can you define the word what was it identification indemnification indemnification I see that and I've never known what it was can you define that indemnification is means that the other side is going to be covering you so if there's liability the other side's gonna take care of it they're gonna pay for it they're gonna offend you against it they're gonna be responsible for that lawyers talk to lawyers if your client brings in their Lord to look over your contract if you're in maybe a phone conversation or something with them and they bring the lawyer on the line at that point you need to get your lawyer involved as well as lawyers we speak a special language called legalese and it's what makes things really long and complicated hard to understand for a normal person and oftentimes we take that legalese and translate it and use it in our everyday speech as well such as identification and if you don't have a lawyer in place you may not know what exactly you're going to be agreeing to when they when they're asking something or making points and so if they feel that it's important enough to then if they bring a lawyer in then it should also be the same for it for you and again this is a good point regardless of whether you're in the process of negotiating your contracts or wherever is in the process if your client ever at some point brings in their attorney or says I need to talk to legal about this you need to be looking to lawyer as well on your side and I know it's tough but you really do need to be specific and confident about money the work that you're doing as a freelancer as an entrepreneur is valuable and you should be compensated for that value be confident in what the work that you're doing is work and don't let the the client negotiate you down because you're afraid they're going to you're gonna lose them as a client you kind of gotta stick to your guns here and that's again why it's a nice thing to have about the contract where you can put it in place there and once it's in writing it's a little easier to stand behind it than if it's just strictly oral back and forth between between you and them you can kind of rely on us with hey you agreed to this is the price up front that's what we're sticking with I'm not gonna reduce the price now you know down the road now if we've ever been doing the work on that okay so now the part that I know Jane everyone else has been waiting for we are going to go through the these essentials for freelancer entrepreneur contracts now these are going to be general areas that either your contract should address in some way or if it doesn't that you need to have a good reason for it why you don't have it in there and there's something buying your situation maybe that's not really important to you you know and that's fine but immediately should have a reason why these things aren't in there so I think now I can I'm pretty sure I see J feverishly looking for his notebook so we can write these things down fever again feverishly exactly so again these are kind of general areas the specifics of what yours should say need to be customized to you there's no such thing here as a one size fits all and what one person uses even if they're in a very similar business as you it may be different than what you need for yours okay so the area the first part of the contract is going to be the introduction and the introduction of the contract is where you have usually the date and also you've got the part naming the posting of the parties make sure that in this section that it is clear who the parties are so if it's an individual or if it's a business entity make sure that's in there including if you're operating in our business if you've got an LLC set up make sure that it's clear that it's the LLC that is entering into this contract and you not individually that's the reason why you set up the LLC in the first place is to have them it conduct the business for you so just be sure that you've got the actual names of the entities or the individuals who are gonna be the parties to this contract in there I've seen contracts where you've got the wrong client name in there maybe the maybe they use a trade name or something and it's not clear exactly who it is and it can just run into confusion in vigils or she's me confusion in there about who exactly you're dealing with so make sure that's clear this probably goes without saying but let's say I'm a freelancer and I use a similar contract between clients and I have a contract with my business and Miller law LLC but now I'm going to work with some other company and I forget to find and replace the right name that contract pretty much becomes no right I mean you still I you still have an argument that especially if they signed it your client signed it that they're bound by it even though you know because they should be reading it as well but if I've got a contract from you that has a different clients name in it than my own it's gonna affect the trust I put into you you know when it's gonna make me right there the first impression is well look they don't have their act together if they can't even proofread this and make sure that they've got my name in there properly good point be careful with a copy and paste that's correct that's right make it clear exactly what work you're doing to do for your client I know Weaver touched upon this a little bit earlier but if there's any wiggle room and the scope of the work the client will take advantage of it again new issues might pop up something maybe as you're doing some work you have you discover some new issues let's say you're doing some coding work and they just wanted you to clean up the code and make it so that the website looks good on a mobile but while you're doing that you realize hey there's some bigger errors there's some bigger issues the the code the way it's written is really affecting the SEO and the ability for them to get found on this you know obviously you want to point that your client say hey look there's some other issues in here that they're popped up but that's not what they hired you for and that's not what you agreed to you at the beginning so you need to make sure it's clear that if the client wants you to do that work that there needs to be either a change in the scope of that contract or there used to be a new car tract where you're specifically stating I'm gonna work on this new work the SEO work digging the code for these sort of things and you owe me no mutton excuse me and you owe more money for that work because that's in addition to what we already agreed to is that something Brad where you need a whole new contract or is there like an addendum process what would you recommend I think it really depends on the nature of the of the new work if it's something that's kind of corollary that's similar you know you could easily add onto an addendum we'll just say in addition to all the previous work you're also going to do this and here's with the price are gonna pay for that work that would be fine if it is completely different work that they either maybe they find out that you let's say that they want you to create a logo for them and that was the initial the initial contract and then as you're kind of working that the logo you're showing them some different variations and kind of narrowing down to the final version they say you know what I love the work that you do do you you wouldn't happen to do like actual website designs would you and you say well guess what actually I do do websites that is part of the work that I do and they say great we want you to do that what we want you to do the whole website using the brain the logo you've created for us we want you to we love what you do for us in situation like that I would say a whole brand new contract that says I'm drafting it making it our website for you now here's again here's all the different terms and things like that here's what you're gonna pay me for it you want to make sure that it's clear with the obligations and responsibilities of both parties are in your contract so if you are providing something to your client deliverables whether it's again maybe your a logo in various formats maybe you're providing them code you know for an app or something whatever it is that you're actually given to your client make it clear in there exactly what it is that you're giving them if this is what you're entitled to you're entitled to a you know a JPEG version of this or a high definition you know vector of this logo or whatever it is make it clear what they're going beginning from them the way they know what to get it also could help throw in a time line so that a the client knows what kind of what the time frame is going to be before you get back to them but that way also helps set their expectations of how long that they should be waiting for for you so if you say well it's probably gonna take me three weeks ago this process you're not gonna have him come back the week after and you know in you know after for one week one and say where is this why isn't that's done well it was pretty clear here we in this the contract there's going to be a three week process it's only been one week so you know simmer down we'll get to yeah we'll get to it so that can be beneficial to have that in there as well the other side of it the coin though is don't forget to include your expectations of the clients and what you need from them regardless of the work you're doing you're almost always going to record need some sort of information from the client maybe they have a branding guide that they need to provide you so you can make sure that what you're doing fits within that branding guide maybe you need them to give you feedback you've got logos you're shooting over that to them and you need them to look over them and respond with feedback so that then you can make changes and adjustments and kind of go from there make it clear what you're going to be needing from them what you're anticipating then what your expectation is and also what happens if they don't do those things so if you say I need you to look over these logos they send you and I need you to get them back to me within let's say 48 hours what happens if they don't do that within the 48 hour period what happens if it's a week and you hear nothing for them it needs to be clear that that's going to affect the timeline and your ability to kind of keep things moving and it's not your fault if if you know you are two weeks behind on schedule because you have to keep waiting for them to get back to you so put in not only what you're gonna give them but what you expect from them to be giving you as part of your contract the obligations and their responsibilities Brad I feel like I've seen in contracts along those lines language like the client agrees to provide necessary assets in a reasonable amount of time like I think I've seen that exact kind of clause what does that mean is that actually doing anything so this is that legally stuff we're talking about reasonableness is a gray area but it's put used and put in a place where it's really difficult to define what that might be from the circumstances so if you are let's say you say you know we'll get back to within a reasonable time you know comments on the logo you know if they get back to you within 24 hours 48 hours you know a couple days that's probably reasonable if it's three weeks before they get back to you you know that's not that's not going to be reasonable unless there are specific circumstances and and the reasonably allows for those circumstances to come in it makes it more let's this makes it subjective but it allows someone to come in and say well based on all the circumstances everything else you know that was probably fair that took him three weeks they had family that was sick or you know a death they had you know vacations scheduled that they told you about and all these things you know in there so it allows for flexibility in there and oftentimes people don't want to get don't want to get nailed down to a specifics so they'll use reasonable instead of saying 48 hours because well what if I can't do in 48 hours am I then I mean in trouble if I use reasonable it gives you some flexibility and some will go room in that so that's why you see that a lot great it's also if you can't agree with the other side you can just say reasonable and there as well as opposed to try and a down something if you can't hit the same number so put a section in there and your contract that says how you're gonna deal with requested changes revisions or additions again it kind of goes back to the scope question if they want to expand the scope on you but maybe they are they decide in the middle of the prog in the the project they need to make some changes to what they're asking of you and they need you to stop what you're doing maybe and make something different with it or they're gonna ask for we don't need quite as much now as what we had said we thought we did any kind of a change like that something that's maybe minor that's going to affect things make sure you have clear and there how that's gonna be handled you know when is they change order appropriate and how that's going to affect the work being done you know are you gonna give yourself time to look over the change order how does that affect the price for instance what's the process for requesting a change order if they need to make some changes they have to give you notice or in writing you know those kind of things are gonna be in there and it just gotta help protect you so that they don't all sudden spring changes on you out of the blue and expect you to implement the right away this gives you some some protection for that because again the variably some things come up and changes and changes gonna happen so it's good to have that in there everyone's most immediately important term is payment so this is not only how much decline is going to pay you but also how are you going to be determining fees isn't gonna be a flat fee is it going to be a are gonna be a hourly for the work that you're doing you know make sure it's clear exactly how that's going to work so they can they can know what they're gonna be paying also things you're gonna want to put in there are like when the payments must be made so do you require maybe an upfront deposit with them you know maybe 40% upfront a 50 percent upfront than the rest you know upon completion do you break down payments maybe you've got phases you say I'm gonna after the initial wireframe of the website you owe me this much once we've gone through the copy it's this much you know maybe haven't broken out in phases or even in monthly payments if you anticipate that the work will be done over a four month period maybe you break down the payment over those four months and say it's gonna be a thousand dollars and every month until then maybe you just have it as you know instead doing an hourly you do it can monthly system so that if it takes me four months you pay a thousand bucks for every month if it takes me two months again a thousand bucks for every month different options and things in there that you can put in but to clear your up for you are about money upfront the more likely you are to get paid at the end do you see situations where people put in clauses about late late fees or what happens if payment is late yes you should definitely put those things in as well you know a lot of time you know you may use net 15 or net 30 I I would recommend against using do upon receipt because that doesn't really mean anything people's get it and they like okay that's great to do now and then they kind of put it on the pile and they get to it later so be specific about it if you want them to pay you within 15 days then put in your contract the payment is due 15 days from receiving invoice or if it's due automatically make it that it's due on the whatever the first a month let's say and make it clear that that's what it's due and if they don't yeah you can put in late fees you can add you can charge interest you know just things like that you can put in there to help get them to pay incentivize them paying paying you on time you can also put in reductions if they pay early I've seen contracts where people say it's due in 30 days but if you pay in full within 15 you can take 10% off mmm and that also incentivize them to pay you early and get the money in front up front I'm as opposed to having to wait for 30 days or 45 or whatever like that always good things they said it's best make sure you get all up in front it's just gonna help you get paid down the road if it's a really crystal clear err in that contract how the payments gonna work so when you create something for a client whether that is a logo with its website code ownership in that thing that you've created belongs to you at the moment of creation um as a freelancer you're not an employee so you don't have that employee employer owns my sort of deal to worry about so it's important that in your contract you know when the ownership rights of that logo code whatever it is transfer over the client because ultimately that's what they want they want this deliverable whatever it is that they're buying but you also want to make sure that you get paid and so one of the recommendations that I often make to a clients is to make clear they IP the the copyrights the ownership interest and whatever it is that you're giving them that that does not that sue that remains in with with you as a creator until final payments received that gives you really strong motivation for that client to pay you because they know that until you get fully paid they're not gonna get the rights to use the logo or the website copy or whatever it is that you're doing too many clients freelancers will basically as soon as they're done ship it off to them and say here you go here's your code and here's my invoice that's great but what at that point the client doesn't need you anymore they've got what they what they needed so there's no incentive for them to pay or to pay promptly but if you're like all right we're good you've approved it all right I will give this to you as soon as I get a check in my hand you better believe they're gonna get that check to you quickly and so that can help incentivize fast payment and just payment in general by requiring that you keep that IP until until you get paid in full on that similarly you might also want to put in some ability if you've got a website or you want a portfolio for logos for instance if you do a website you might want to also get permission that you can take the logo or the website and samples and things like that and and showcases part of a portfolio and so you wanna make sure that you mention that in your contract as well because again once you transfer ownership interest you no longer have any rights in that whatsoever so they could say no you can't use that and if you didn't have that language in there that gives you permission to to use that as part of your portfolio and you still did they could go after you you know basically for for stealing their work at that point so if you want it to be able to use it make sure you just stick that in there most clients are fine with it but it needs to be in there just in case either pardon me this is the business relationship and so you need to make sure that either party should be able to get out if necessary things come up both on your side and their side where it may not make sense to continue working maybe they're really slow on payments you have concerns whether they're gonna pay you in full at the end and so maybe you want to get out now while you can before you put too much work in maybe they there's a dispute over how the work should be progressing I mean they you know they're showing signs they don't really trust you they're micromanaging what you're doing maybe they just don't like what they're seeing from you and they don't think that you're doing great work and they want to move with somebody else whatever it is you need to make sure that's clear how and when each side can terminate make sure you also are getting paid for your work though in this up for everything you've done up to that point if you've already you know gone through three iterations of a logo make sure that you're getting paid something for that work that you've done for them because even though they may not have a finished logo they still are getting value for that the process they went through the ideas that you presented them things like that there's still value in that so make sure that you get paid for that work and that value that you've provided them up to that point so termination is really important that that's in there so the legal stuff is all those stuff all those provisions in there that we lawyers draft up and they're really complex they're really wordy they're probably hard to understand but they're really important and that's what we put them in there we kind of talked about some of these things previously so that's things like liability indemnification what is that what's what what's a default so you know if they fail to pay within 30 days of an invoice is that considered a default at that point can you stop work can you then sue them or go after them you know legally for the the balance of they owe you what does all this look like and then what's the consequences for that I I always recommend that if you in your contracts that you throw in a provision in there that allows you to get your attorneys fees so if they let's say you do all the work for them they love it and everything else you give them the final invoice and then they disappear on you and you have to go after them and sue them to get paid and unfortunately that does happen at times it can get expensive to try to go after that that money you know it may be only a couple thousand dollars and you may be paying at least that much in attorneys fees to try to get that money from them if you've got provision in there that says that you are entitled to your attorneys fees and expenses then you can have them pay their pay for your attorney to collect and that way you're not coming out of pocket and having to to come out behind in some cases to get them to pay you at that point so attorneys fees provisions is a good one to have in there I can get things moving a lot quicker for you and the last section is signatures so at the very end of your contract you've got your signature blocks and you want to make sure that both you as well as your client have signed this if you are a business entity so if you're an LLC for instance make sure that you sign the contract in the name of the LLC if you just sign at you know if it just has a blank line and then you sign your name on the blank line you could be held personally liable for the obligations and things on the contract and really that defeats the whole purpose of setting up the LLC in the first place so so make sure that if it is you as an entity that's clear that the entity is the client and that you are signing it on behalf of that client as the owner as manager whatever it is that your title is CEO you know whatever you want to be so it's clear that it's entity not you personally it's doing that can you give me some more detail on that bread and we can even use me as an example here I sent a contract on behalf of the Unreal Collective LLC I don't sign my personal name I should sign unreal collective LLC so in the kindy signature block what you want to have is generally what I'll suggest as you type the name of the entity so where the client is so in this case it would be unreal collective LLC and then you've got the signature line and then underneath that I usually put by and then your name and then your title so in this case it could be by Jay Klaus head honcho and president for instance whatever your official title is for the entity and that way it's clear that's the entity but you as a person obviously a person has to sign it the company can't sign it come you were signing it in your official role under that company presidents you know whatever I did want to go back to something you had right before this page I didn't unmute my microphone fast enough the the legal fees provisions I think that's worth touching on so you are within your rights to create a section on the contract to say if you default on payment and legal action needs to be taken the client assumes the cost of my legal fees yep that's good news yeah yeah no and I mean and that's again a little bit more incentive for them to pay you because they know that if they have to be chased down that it's gonna they're gonna have to pay for those costs I mean it's been if you look in any contract that you enter into you probably see that same provision in there if you look at a car loans you'll see that if you default and the bank has to go after you for the car loan you're gonna have to end up paying the court costs and collection costs to go after it for them to go after you mm-hmm you know and so there's no reason why you shouldn't take that same protections implicit and for yourself as well we just got a question about the signature line from Tessa who I think she asks pretty much the same question I did let me see if this answers that Tessa just says could it be signature of the wildpath representative followed by wildpath representative type name and title so to me it kind of sounds like sort of the same question so she could type the wildpath as her business okay so I think I think she got it answered she said try before you sign it so I think that was the same question yeah yeah I said the best the best and safest way I think to have it formatted is the name of the entity so whatever that is underneath there you've got your signature line and then by your name print it out and then your title and then you sign that way so it's clear that you're signing on behalf of the company that way and the last the last point I've got on there is that electronic signatures can be your friend they're very they can be very quick you can shoot over an email or electronically send over to a client a contract they can sign it get it back to you within a five minute period you don't have to set them over something then they have to print it out and they have to sign it and if the mail it back to you or you know and go through the whole process it's gonna take a couple days to do electronic signatures get things done faster their companies out there I think Adobe's got stuff you can do I've used stuff by hellosign but they all allow you to do some online electronic or digital signatures and digne searcher is valid just as a written wet signature would be so definitely greenlight to using those is there anything specific that needs to be done for an electric signature to be done like for example like using DocuSign or adobe sounds like they probably I would just kind of trust them that they have stuff in place but if I send somebody a fillable PDF and they just typed in their name and like the fill on a PDF document is that does that happen uh or is there some like electronic time stamp that needs to be on it how do you it's a continuum so on the hit on the one hand you've got your Adobe stuff which tracks emails and when they sign it when they received it and you know it through their servers and it tracks all that stuff down and you give you a lot of these at the end will give you a little log and it'll show you here's what it was received here's when they read it here's when they downloaded it here's when they signed it here's when they submitted you know all this kind of stuff and so it's easy to check and attract that yes they in fact did it so that's not that's kind of on the one hand I'm on the other hand it would be no different than if you just had them print off sign it and then maybe email it back to you maybe they scan it in an email to back to you you know that's valid basically any way that they're making an indication that they're agreeing to it and if you come and you say look you guys have signed this this contract here is you typed in your name or whatever start working and so I'm gonna try to hold it against you it's up to them to then argue that they didn't actually sign it but that's not their signature or whatever the bird at that point and switches to them that it's not valid got it all right and so that is what I've got I think we open up to any additional questions here ya guys feel free to enter any questions in the chat or ask a question we did have a question earlier from Anna who unfortunately had to leave but we'll answer it for prosperity austerity process very posterity austerity okay her question which I think a lot of freelancers probably feel in this boat what if you feel as though you can't afford to bring on an attorney if you're just starting out what is maybe an turn at is what is the bare minimum that you should really make sure you have set if you have a small budget for attorney or I'll just let you answer so again being a small business owner myself I definitely understand the idea of of kind of bootstrapping and of trying to allocate your resources to where it's going to make money for you and one's gonna make the most sense and being a lawyer I admit I will come across this a little biased but I really see that investing in legal services as an investment it's not it shouldn't be seasoned expense because if you come to an attorney and I set up an LLC for you let's say that could protect you from if somebody tries to see you down the road for you know a couple thousand dollars for work that you've done that could protect you from that for a small investment upfront it's got a bigger you know potential payoff down the road even protection same thing with this contract you could have a contract drafted up have an attorney draft one up and basically create a template for you that then you can use for every client you have after that you know you can have some blanks that you can fill in for specifics with the projects you know but you can have it set up so you even use this contract for every client you've got thereafter you're putting a small chunk down for all the value you're gonna get because you could use for years and years until you start to grow bigger you change your business a little bit you bring on people things like that and so I mean it's easy to say well it's a lawyer I don't have to spend a couple hundred bucks to have this stuff done I'm gonna put it towards marketing or or something like that but I really do think that it is important that you really consider much like insurance this is something that you put a little bit down now and we're looking to see benefits down the road and protection and a peace of mind you're not worried about something happening you know Road because you know you got has in place now so that's that's my biased lawyer spiel that all being said I think you want to if you're going to get an entity set up that's something depending on the state you live in the jurisdiction that might be something you can do yourself I know here in Ohio that's something that you know you can do on your own pretty simply and get it set up without anything without to issue I would definitely say though for the contract you probably should have that done by a lawyer and the price for that is gonna vary depending on the lawyer you use if you use someone to the small firm a solo lawyer you'll likely spend less if you go to someone the bigger firm you're gonna spend more and I will say I just put a link to Brad's medium in the chat where he wrote a piece about how lawyers charge so if you have questions on that go there we only have a couple minutes and so I wanted to ask you a couple things that are a little more specific and not like too specific but one being let's say I'm a freelancer who has not been operating with a contract to this point and I'm having an issue with a client who agreed verbally or maybe even in written email to a scope of work in a price and they're not paying do I have any recourse if I do pay for a lawyer go to small claims court you do an oral agreement is still valid email is still written evidence of a contract so emails can be kind of a sign of a contract obviously it's it's al it's harder it's more difficult because you have to get everything together you have the burden of showing what the actual agreement was at that point whereas if it's in the contract it's all pretty much just laid out for you and you can say here's what it was here's what we agreed to as opposed to trying to go through email threads and figure out exactly okay now where do they agree to say this now this get changed later on did they say something different you know but it is still it is still kind of something you can that's all you have I would definitely say again take what you got go to a lawyer and and let them help hash through what you've got okay and we just got one question here from Alexa who says if I was in my apartment my Amazon echo would be going off right now I was like I stopped pause and I go no did I do it no if I'm in a co-working space your question was what about services like my invoicing software that have contracts built in and our marketed as written by lawyers she uses something called hello bonsai and there's a ton of other softwares can those software's be trusted that kind of generate contracts for you so I think that we what she's referring to is and they've been definitely you know correct me if I'm wrong but a situation where you are paying for this service and as part of that they are basically saying here's a contract that you can use and we'll have you use for your client is that is that the situation here Alexa feel free to chat type in the chat to say if we're on track or not a lot of these software's do have like this invoicing built-in so I'm guessing there's something like that mm-hmm yeah again assuming that that's kind of what what you're talking about those things again the the problem that I've got with those are they're not they're not customized to you so yes they're gonna have some of the language in there that deals with the identification perhaps they're gonna have some of the maybe some of the IP language in there that says that you own some of the IP until payments been made some of that stuff might be in there and you know they were drafted by lawyers so that's gonna be better than something maybe that you and I you know that you know with know where the background might come up with but again it's it's that idea of the continuum you know you've got something that you kind of granted drafted and come up from scratch on the other hand you have something that you wouldn't send out the lawyer and they came up with you custom just for your business going through service like that and getting one that's lawyer drafted is better than one that you know you just kind of put together yourself but I definitely say it's not nearly as good as one that would be custom to your business to your needs and things like it Alexa maybe you noticed there than we do but things that you mentioned with you know timelines in the scope you'd have to be able to enter that custom into the software so it could be customized you or as it may be sort of like it so that's tough yeah I mean some of the specifics about the projects and things like that is just specifically that's that's probably fine because that stuff you're gonna have to add and change anyway during the project but some of the legal terminologies and things like that the other thing is a lot of those aren't specific aren't state specific so they'll have a lawyer who might be in New York or Florida or California or someplace like that and so they kind of have to be general about it and they may say oh it's valid in every state but that's just because it's so general you know there may be specifics protections in your state that you can use or things you can't do and things like that that that they are not going to take into consideration I want to be respectful of your time thank you so much for sharing with us this is awesome we will be sending out a replay of this to everyone on the webinar so you can go back and refer to it whenever you'd like but you can meet with Brad you can you can communicate with Brad on Twitter at Bradley Miller his medium I posted in the chat his website is Bradley Miller law comm and great do you have anything else that you wanted a shout out or asked of the audience Bret no I said I just you know they think it's important you've got something in place you know just again a figure of protection this is a big your business they is you know probably your most significant asset and so I think it's worth taking the time taking some some money and really pretty make sure it's protected great ok happens - thanks Brad thanks everybody for listening feel free to share this video with people you think would be helpful for other freelancers and entrepreneurs and we'll talk to you next time thanks guys