Counsl

Shared analysis

Example: Freelance Design Services Agreement

Shared by Counsl · Generated by Lawly AI · 9/7/2026

Summary

A short freelance design contract that is heavily weighted toward the client. The contractor is paid a fixed fee per project but must wait up to 60 days for payment, gives up ownership of every draft, promises unlimited revisions, can be terminated instantly, and carries an uncapped indemnity. Published as a teaching example of the clauses freelancers should push back on.

Key Points

  • 01

    Fixed fee per project

    USD 2,500 per project under each Statement of Work — no hourly rate and no allowance for extra scope.

    AI identifiedNo supporting text identified in the document
  • 02

    60-day payment terms

    Invoices are payable within 60 days, which is a long cash-flow gap for an individual contractor.

    AI identifiedNo supporting text identified in the document
  • 03

    Client owns all work product

    Ownership covers drafts and rejected concepts, not just delivered work, so nothing can be reused in a portfolio without permission.

    AI identifiedNo supporting text identified in the document
  • 04

    Unlimited revisions

    Revisions continue until the client is satisfied, with no cap and no extra pay.

    AI identifiedNo supporting text identified in the document
  • 05

    Delaware governing law

    Any dispute is decided under Delaware law, which may be far from where the contractor lives.

    AI identifiedNo supporting text identified in the document

Potential Risks

  • One-sided termination

    high
    • The client can end the contract instantly for any reason, while the contractor must give 30 days notice.
    • Ask for equal notice periods on both sides.
    AI identifiedNo supporting text identified in the document

  • Uncapped indemnity

    high
    • The contractor covers any and all claims with no financial ceiling and no exclusion for the client's own fault.
    • Ask for a cap tied to fees paid.
    AI identifiedNo supporting text identified in the document

  • Unlimited revisions

    medium
    • Satisfaction has no defined end point.
    • Ask for a fixed number of revision rounds, with extra rounds billed.
    AI identifiedNo supporting text identified in the document

  • 60-day payment window

    medium

    Ask for 14 or 30 days and interest on late payment.

    AI identifiedNo supporting text identified in the document

  • Ownership of rejected drafts

    low

    Ask to keep unused concepts, or at least portfolio rights to the delivered work.

    AI identifiedNo supporting text identified in the document

Lawly AI provides an initial, first-pass review aid. It can misread or miss provisions, and it is not a substitute for professional legal judgment. Verify every finding against the source document before relying on it.