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Freelance Design Services Agreement
Independent Contractor / Services Agreement · Sample report
Automated self-help output — no attorney has reviewed this
This is a services agreement between a marketing agency (the client) and a freelance designer. It covers a website redesign project: scope, payment, ownership of the work, confidentiality, and how either side can end the relationship.
Overall, the structure is standard, but the details consistently favor the agency. Payment is "net 60 after acceptance" with acceptance left undefined — meaning the agency effectively decides when (and whether) the clock starts. The revisions clause has no cap, the agency takes ownership of all work product including your pre-existing tools and templates as written, and you carry uncapped liability while the agency's liability is capped at fees paid.
None of this is unusual in a first draft from the stronger party, and most of it is fixable with a few targeted requests — the negotiation points below are the ones worth pushing on before you sign.
Parties
- Brightline Marketing LLC — Client (the agency commissioning the work)
- Jordan Reyes — Contractor (freelance designer — the side this review was run for)
Key terms at a glance
- Project fee
- $8,500 flat
- Payment timing
- Net 60 after "acceptance" (undefined)
- Term
- Until deliverables accepted
- Termination
- Client: any time, 5 days notice. Contractor: only for material breach
- IP ownership
- All work product → Client, on creation (not on payment)
- Governing law
- New York
Document dimensions — transparent scores
Scores computed from this report’s findings by fixed rules — open any row to see the exact findings and the rule behind its score. They describe the document’s characteristics, not your legal position, and no attorney has reviewed them.
Alternative formulations — unranked, you choose
For issues this report identified, these are example formulations commonly used to address them — presented unranked, in fixed catalog order. LegalDraft has not selected or recommended any of them for you; they are generic examples, not drafted for your situation.
The findings reference liability exposure without a stated monetary limit.
Triggered by: Uncapped personal liability, capped client liability — You indemnify them without limit; their exposure is capped at what they have paid you. The risk allocation is one-directional.
Fixed-dollar cap
Sets one stated maximum for all liability under the agreement.
Each party’s total liability under this Agreement shall not exceed $[amount].
Fees-paid cap
Ties the maximum to amounts actually paid over a stated period.
Each party’s total liability shall not exceed the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.
Mutual cap with stated exceptions
Applies the same cap to both parties and lists the claims it does not cover.
The limitations in this Section apply equally to both parties and do not apply to [e.g., breaches of confidentiality, indemnification obligations, or willful misconduct].
The findings reference an indemnification obligation.
Triggered by: Uncapped personal liability, capped client liability — You indemnify them without limit; their exposure is capped at what they have paid you. The risk allocation is one-directional.
Mutual indemnification
Both parties give the same indemnity rather than one side only.
Each party shall indemnify the other against third-party claims arising from its own breach of this Agreement or its negligence or willful misconduct.
Third-party claims only
Limits the indemnity to claims brought by outsiders, not direct claims between the parties.
The indemnification obligations in this Section apply only to claims brought by third parties.
Fault-based scope
Ties the obligation to the indemnifying party’s own acts or omissions.
A party’s indemnification obligation applies only to the extent the claim arises from that party’s acts, omissions, or breach.
The findings reference one-sided or restricted termination rights.
Triggered by: 7. Termination — Asymmetric exit rights. If terminated for convenience mid-project, the draft does not say you get paid for work completed — add a kill fee or payment-for-work-performed clause.
Mutual termination for convenience
Both parties may exit on the same stated notice.
Either party may terminate this Agreement for any reason on thirty (30) days’ written notice.
Cure period before cause termination
Requires notice and a chance to fix a breach before termination for cause.
A party may terminate for material breach only if the breach remains uncured thirty (30) days after written notice describing it.
Termination with wind-down
Permits exit with a stated transition period and payment for work performed.
Upon termination, [Provider] shall be paid for services performed through the effective date, and the parties shall cooperate in an orderly transition not to exceed thirty (30) days.
The findings reference confidentiality obligations or their duration.
Triggered by: 6. Confidentiality — An indefinite term on all information (not just trade secrets) is broad, and one-way confidentiality is worth flagging if you will share your own pricing or methods.
Fixed post-termination period
Ends the obligation a stated number of years after the agreement ends.
The confidentiality obligations survive for three (3) years after termination or expiration of this Agreement.
Trade-secret carve-out
Applies a fixed period generally while trade secrets remain protected as long as they qualify.
Confidentiality obligations survive for three (3) years after termination, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
Mutual obligations
Applies the same confidentiality duties to both parties.
Each party’s Confidential Information receives the same protections under this Section, regardless of which party disclosed it.
The findings reference intellectual-property ownership or transfer.
Triggered by: 5. Intellectual Property — Two problems: ownership transfers before payment, and the phrase sweeps in your pre-existing templates, components, and tools. Standard fix: IP transfers on full payment; yo
Pre-existing IP carve-out
Keeps each party’s prior materials out of the transfer.
Each party retains all right, title, and interest in materials it owned or developed before this Agreement or outside its scope ("Pre-Existing IP").
Assignment with license back
Transfers ownership but licenses the creator to reuse general know-how or tools.
Deliverables are assigned to Client upon payment; Provider retains a license to its general skills, know-how, and tools not unique to Client’s Confidential Information.
Transfer conditioned on payment
Ownership passes only when the related invoices are paid.
Ownership of the Deliverables transfers to Client upon receipt of full payment for the work in which they were created.
Copy any formulation into Fix-It or bring it to a licensed attorney — whether to use one, and how to complete the bracketed choices, is your call.
🚩 Red flags (3)
You can finish the work and still not control when you get paid
Payment is net 60 after "acceptance," and acceptance is undefined with no deadline. Combined with no deposit, the client controls 100% of payment timing.
Your own design tools and templates transfer to the client
Clause 5 assigns "pre-existing materials used in the deliverables." As written, reusing your own component library on the next project could breach this contract.
Uncapped personal liability, capped client liability
You indemnify them without limit; their exposure is capped at what they have paid you. The risk allocation is one-directional.
Clause-by-clause, in plain English
1. Scope of Services
You will deliver a full website redesign: discovery, wireframes, visual design for up to 12 page templates, and a style guide. Anything beyond that requires a signed change order.
2. Revisions
The client may request revisions "until the deliverables meet Client's satisfaction." There is no limit on the number of revision rounds and no extra payment for them.
Unlimited revisions on a flat fee means the effective hourly rate can fall indefinitely. Standard fix: include 2–3 revision rounds, then an hourly rate.
3. Compensation
A flat $8,500, invoiced after the client accepts the final deliverables, payable within 60 days of the invoice.
"Acceptance" is never defined, and there is no deposit or milestone payment. You could complete all work and wait months. Ask for a deposit, milestone payments, and a deemed-acceptance clause (e.g., accepted if no written objection within 10 business days).
4. Independent Contractor Status
You are an independent contractor, not an employee — you handle your own taxes, insurance, and equipment.
5. Intellectual Property
All work product, "including underlying tools, processes, and pre-existing materials used in the deliverables," becomes the client's property as soon as it is created.
Two problems: ownership transfers before payment, and the phrase sweeps in your pre-existing templates, components, and tools. Standard fix: IP transfers on full payment; you keep pre-existing materials and grant the client a license to use them within the deliverables.
6. Confidentiality
You must keep the client's business information confidential indefinitely. The obligation is one-way — nothing the freelancer shares is protected.
An indefinite term on all information (not just trade secrets) is broad, and one-way confidentiality is worth flagging if you will share your own pricing or methods.
7. Termination
The client can end the agreement at any time with 5 days' notice. You can only terminate if the client materially breaches and fails to cure within 30 days.
Asymmetric exit rights. If terminated for convenience mid-project, the draft does not say you get paid for work completed — add a kill fee or payment-for-work-performed clause.
8. Liability & Indemnification
You indemnify the client against any claims arising from the work, with no dollar cap. The client's total liability to you is capped at the fees actually paid.
Uncapped one-way indemnity is the single largest financial exposure in this contract. Standard ask: mutual indemnity, capped at the project fee, excluding each side's own negligence.
9. Non-Solicitation
For 12 months you may not work directly for any of the agency's clients you were introduced to through this project.
Reasonably common, but note it restricts future income. Confirm the 12 months runs from project end, not from each introduction.
What's missing
- Deposit / milestone payments — Standard for project work of this size; protects you from doing 100% of the work before any payment obligation exists.
- Deemed-acceptance clause — Without a deadline for the client to accept or reject, the payment clock may never start.
- Kill fee on termination for convenience — The client can cancel on 5 days' notice; you should be paid for work completed plus a wind-down amount.
- Late-payment interest — Net-60 with no late penalty gives the client little reason to pay on time.
- Portfolio rights — Designers normally retain the right to display the finished work in their portfolio; this draft is silent, and the broad IP clause arguably forbids it.
Questions to ask
- What does "acceptance" mean here, and how long does Brightline have to accept or reject deliverables?
- Will you agree to a deposit (commonly 30–50%) and a milestone payment at design approval?
- Can clause 5 be revised so my pre-existing tools and templates stay mine, with a license to use them in the deliverables?
- If the project is cancelled for convenience, how is completed work compensated?
- Can the indemnification be made mutual and capped at the project fee?
- May I show the finished work in my portfolio once the site is live?
Changes worth requesting
- Payment structure — Request 40% deposit, 30% at design approval, 30% net 15 after delivery — with deliverables deemed accepted if no written objection within 10 business days.
- Revision cap — Two rounds of revisions per deliverable included; additional rounds at $95/hour.
- IP carve-out — IP assigns on full payment; you retain pre-existing materials and generic tools, licensed to the client for use within the deliverables; portfolio display permitted.
- Balanced liability — Mutual indemnification capped at total fees paid, excluding gross negligence and willful misconduct.
Report RVW-SAMPLE · Generated 6/1/2026
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