Put the scope of work in writing

Describe the deliverables, milestones, revision limits, dependencies, approval process, and what counts as completion. Vague scope language can create disputes about whether extra work is included in the original fee.

Make payment terms concrete

Specify the fee, currency, invoice process, due dates, late-payment consequences where lawful, expense approvals, and what happens if a project is paused or cancelled. If payment depends on acceptance, define an objective review period and a process for identifying defects.

Clarify intellectual property

Do not assume that payment automatically transfers every intellectual-property right. State which materials are assigned or licensed, when any transfer takes effect, whether pre-existing tools remain the freelancer’s property, and whether portfolio use is permitted. The applicable law and the contract wording both matter.

Confidentiality and data

Identify confidential information, permitted uses, security expectations, return or deletion obligations, and any exceptions. If personal data is involved, consider the parties’ legal roles and applicable data-protection obligations rather than relying on a generic confidentiality clause alone.

Plan for changes and disputes

  • Use a written change-request process for extra work.
  • Set out termination rights, notice, payment for work completed, and handover obligations.
  • Check governing law, jurisdiction, dispute-resolution clauses, and whether they are practical for the parties.
  • Ensure liability, indemnity, and limitation clauses are clear and appropriate to the risk.
Practical reminder: This is a general review checklist, not a substitute for advice on a specific contract. Enforceability and tax treatment depend on the jurisdiction, the parties, and the facts.

Key references

Start with these primary sources, and check the current official text before relying on them.

  • Indian Contract Act, 1872 (including Section 10 on valid contracts, Section 27 on restraint of trade and Section 73 on compensation for breach).
  • Copyright Act, 1957, Sections 17 to 19 (first ownership and assignment of copyright).
  • Arbitration and Conciliation Act, 1996 (arbitration clauses).
  • Digital Personal Data Protection Act, 2023 (where personal data is handled).
  • Current income-tax and GST rules for freelancers (check the Act and thresholds in force).
Check before relying: A clause that looks standard may not be enforceable or suitable for your situation. Have important contracts reviewed.