See what a contract review can look like

Location: Indemnification section

regardless of cause, including claims resulting in whole or in part from Client's acts

The contractor could be responsible for almost any claim connected to the project, even if the client contributed to the problem. The clause also requires the contractor to pay defense costs, which can become expensive quickly.

Defense costs can become due before anyone decides who was actually at fault, so the contractor may carry a large cash burden even when the client contributed to the issue.

Can indemnity be limited to third-party claims caused by the contractor's breach, negligence, or willful misconduct?

Ask to narrow this to third-party claims caused by the contractor's breach, negligence, or willful misconduct. Consider adding a liability cap and excluding claims caused by the client's own acts or instructions.

Location: Intellectual Property section

upon creation, whether or not Contractor has received payment

The client would own all drafts, concepts, source files, and work product immediately, even if the contractor has not been paid. That creates leverage against the contractor if there is a payment dispute.

The contractor may lose both payment leverage and control of unfinished materials before the client has met its own payment obligations.

Can ownership transfer only after full payment, with background IP and templates kept outside the assignment?

Change ownership transfer so final deliverables transfer only after full payment. Keep pre-existing tools, templates, portfolio materials, and background IP owned by the contractor unless they are specifically licensed.

Location: Payment Terms section

within ninety (90) days after Client's written acceptance

Payment can be delayed for up to 90 days after acceptance, and acceptance is controlled by the client. This could turn a short project into a long unpaid waiting period.

Because acceptance is discretionary, the payment clock may not start until the client decides it starts.

Can acceptance be tied to objective criteria and deemed accepted if the client does not respond within a short review period?

Ask for objective acceptance criteria, a short review window, and payment due within 15 or 30 days. Add that deliverables are deemed accepted if the client does not respond within the review period.

Location: Restrictive Covenants section

for eighteen (18) months thereafter, Contractor shall not provide similar services to any business operating in Client's industry

This looks broader than a normal non-solicit. It could stop the contractor from working with other businesses in the same industry for 18 months, even if those businesses were never introduced by the client.

The restriction could block ordinary freelance work and reduce the contractor's income after the project ends.

Can the restriction be narrowed to named competitors, specific client contacts, or misuse of confidential information?

Limit the restriction to named competitors, specific client contacts, or confidential information. Reduce the period and make clear that the contractor can serve the broader market.

Location: Termination for Convenience section

no further obligation except for amounts Client determines are undisputed and properly payable

The client can terminate at any time, but the clause does not clearly require payment for work already completed or reserved project time.

The client controls what is undisputed, so completed work or reserved capacity may become harder to collect after termination.

Can the contract require payment for completed work, approved expenses, and any non-refundable deposit if the client terminates for convenience?

Add payment for completed work, approved expenses, and any non-refundable deposit. If the contractor reserves capacity, consider adding a reasonable kill fee.

Location: Governing Law and Venue section

exclusive venue in the state and federal courts located in San Francisco County, California

California law and San Francisco venue may be reasonable if both parties are based there, but it can be inconvenient for an out-of-state contractor.

A distant exclusive venue can make even a small dispute expensive to pursue or defend.

Can disputes start with remote mediation, or can venue be changed to a mutually convenient forum?

If the contractor is not based near San Francisco, consider negotiating remote dispute resolution, mediation first, or a more convenient venue.