ClauseRadar

Contract guides for freelancers, creators and job seekers

Plain-English help with job bonds, notice period buyouts, brand deal usage rights, late payment, scope creep and agency contracts. Each guide shows the risky clause, why it hurts, a safer rewrite and a message you can send.

Freelance & clients

• How do I send a demand notice under the MSMED Act 45-day rule? - Client paying late? See the MSMED Act 45-day rule for Udyam-registered freelancers, interest under Section 16, and a demand notice you can send.
• How do I reply when a client asks for free revisions on WhatsApp? - Client keeps sending 'small changes' on WhatsApp? Use a polite reply that cites your revision limit and offers a quote for extra work.
• How do I counter a Net-60 or Net-90 payment clause? - Client wants Net-60 or Net-90? See the cashflow cost, a fair counter-clause with Net-14 or Net-30, deposits and late fees, and an email to send.
• What does an uncapped indemnity clause mean? - Contract makes you indemnify the client for 'all claims'? Learn what uncapped indemnity means for freelancers and use a fair cap tied to fees paid.
• How do I make IP transfer only after full payment? - Client claims ownership from day one? Use an IP-on-payment clause so rights pass only when you are paid, with a review licence meanwhile.
• How do I add a kill fee to a freelance contract? - Client cancels mid-project and pays nothing? Add a kill fee covering work done, a minimum percentage and a non-refundable deposit.
• What is a deemed acceptance clause for milestones? - Client goes silent after delivery and payment stalls? Add a deemed-acceptance clause so work is approved after 5 business days. Copy-paste wording.
• What governing law should I accept with an international client? - Foreign client wants disputes in its home courts? Use a remote arbitration clause with online hearings, a neutral law and shared costs.
• How do I replace an unlimited revisions clause? - Contract promises unlimited revisions? Replace it with a clear 2-round cap, a definition of a revision and an hourly rate for extra work.
• How do I add a late payment fee to a freelance contract? - Add a late fee to your freelance contract: monthly percentage, start date and the right to pause work. Clear wording plus a polite email.
• How much advance should a freelancer ask for? - Start work only after a deposit. See typical 30-50 percent advances, non-refundable wording and a message to explain the policy to new clients.
• Can a client stop me from working for competitors? - Client wants you to work only for them or avoid competitors? Replace broad exclusivity with a narrow, time-limited clause and a retainer if they insist.
• What does a work-for-hire clause mean for my existing code? - Work-for-hire wording can swallow your libraries and templates. Add a carve-out for pre-existing tools, with a licence to the client. Clear sample clause.
• Can a client refuse to pay if they are not satisfied? - Client can withhold pay if not satisfied? Replace vague satisfaction with objective acceptance criteria and a dispute path. Sample wording.
• How do I handle scope creep with a change request clause? - Stop surprise extra work. Add a change request clause: written request, quote, approval and new date. Copy-paste wording and a polite reply.
• Can I show client work in my portfolio under an NDA? - NDA stops you from showing your work? Add a portfolio right: anonymised case studies, a delay period and client approval. Copy-paste clause.
• What is termination for convenience in a freelance contract? - Client can end the contract anytime but you need 90 days notice? Ask for mutual notice, payment for work done and handover terms. Sample clause.
• Who pays bank charges on international freelance payments? - Paid in foreign currency and losing money to bank charges? Add clauses on invoice currency, payer bears fees and exchange rate. Copy-paste wording.
• How long should free bug fixing last after delivery? - Contract promises free fixes forever? Limit warranty to 30 days for defects in agreed scope, with paid support after. Copy-paste wording for developers.
• How do I limit my liability to the fees paid? - Limit your risk with a liability cap equal to fees paid and no consequential damages. Sample clause plus the exact words to explain it to the client.
• How do I fix an overbroad confidentiality clause? - Confidentiality clause covers everything forever? Narrow it with exceptions for public information, your prior knowledge and an end date.
• Who pays for tools and third-party costs in a freelance project? - Who pays for stock assets, plugins, hosting or travel? Add an expenses clause with pre-approval and reimbursement within 14 days of receipts.
• How do I make sure I am treated as an independent contractor? - Contract treats you like an employee but pays like a freelancer? Check control, hours and exclusivity terms and add a clear contractor status clause.
• Can I use subcontractors on a freelance project? - Contract bans using any helper or tool? Add a right to subcontract with your responsibility and confidentiality kept. Sample wording.
• What if the client is late with feedback but the deadline stays? - Client late with feedback but deadline stays fixed? Add a clause that extends deadlines for client delay and allows rescheduling fees. Copy-paste wording.

Creators & brand deals

• What does perpetual whitelisting rights mean in a brand deal? - Brand wants perpetual paid ad and whitelisting rights? See what it means for creators, why it is costly to give away free, and a limited-rights clause.
• Can a brand run Spark Ads or partnership ads on my content? - Brand will boost your post with Spark Ads or Meta partnership ads? Add a usage fee, a time limit and approval rights. Copy-paste clause and email.
• How long should influencer category exclusivity be? - Brand deal bans you from every beauty, fashion and wellness brand for a year? Narrow category exclusivity, shorten it and ask for payment. Sample clause.
• How do I limit reshoots and edits in a brand deal? - Brand can demand unlimited edits and reshoots at your cost? Add a 2-round cap, reshoot fees and a clear approval deadline. Clause and reply.
• How do I get paid if a brand cancels my shoot? - Brand cancels the shoot at the last minute and pays nothing? Add a kill fee tied to notice period and work done. Copy-paste clause.
• What is a morality clause in a brand deal? - Brand can end the deal for anything it dislikes? See how vague morality clauses work and ask for objective triggers, notice and pay for work done.
• Who is liable for ad claims in an influencer contract? - Brand deal makes you responsible for every ad claim? See ASCI disclosure duties, why product claims should be the brand's risk and a fair indemnity split.
• How long can a talent agency take commission after I leave? - Agency takes 20-30 percent of every deal forever, even after you leave? Ask for a sunset on commission and limits on deals it must have sourced.
• How do I negotiate faster payment on a brand deal? - Brand pays 60-90 days after the post goes live, subject to 'performance approval'? Ask for 50 percent upfront, net-15 balance and no performance veto.
• What if the brand wants guaranteed views or sales? - Brand asks for guaranteed views or conversions or it cuts your fee? Replace guarantees with reach estimates, a bonus structure and no clawbacks.
• How do I set up content approval in a brand deal? - Brand approves slowly and changes direction late? Add an approval workflow with one approver, a deadline and deemed approval. Sample clause.
• How long can a brand repost my content organically? - Brand reposts your video on its channels forever? Limit organic usage to 30-90 days, specific platforms and attribution. Copy-paste clause.
• What is a post-campaign exclusivity holdback? - After the campaign, you still cannot promote rivals for months? Limit the holdback or charge for it. Sample wording and negotiation email.
• How long must a sponsored post stay live? - Brand needs your post to stay live for a year? Ask for a defined period, fee for long periods and no takedown rights after payment. Sample clause.
• Do I owe content for a free product from a brand? - Brand sends a free product and expects posts and rights? Check deliverables, usage rights and what you owe. Add a fair barter clause.
• Can a brand use my face and voice for AI? - Brand contract grants rights to your face, voice and AI use? Add limits on synthetic media, training and edits. Sample clause and email.
• How do I make sure I get paid affiliate commission? - Brand pays commission on sales via your code but controls tracking? Ask for reporting access, payment schedule and attribution window.
• When do I have to refund a brand deal fee? - Contract forces a full refund if the brand is unhappy or cancels the campaign? Limit refunds to non-delivery and keep payment for delivered work.
• Who owns the footage in a brand collaboration? - Brand claims ownership of all footage and project files? Clarify who owns the final video, raw files and your reuse rights. Sample clause.
• Should I deliver raw footage to the brand? - Brand requests all raw files at the end? Add a delivery fee, a format list and a time limit. Copy-paste clause and a polite reply.
• Can a brand stop me mentioning other brands? - Contract bans mentioning any other brand during the campaign? Limit to direct competitors and the sponsored content only. Sample wording.
• Who pays travel and event expenses for creators? - Brand wants you at an event but says nothing on travel? Add flights, stay, meals and a day rate, with receipts reimbursed within 15 days.
• How long should a creator management contract last? - Management agency locks you in for years? Ask for a shorter term, performance-based exit and carve-out for deals you source. Sample clause.
• What if I post a few hours late in a brand deal? - Contract penalises you for posting a few hours late? Add a grace period, a reasonable reschedule process and no fee cuts for brand-caused delay.
• Where will disputes in a brand deal be decided? - Contract forces disputes in the brand's city under its law? Ask for mediation first, online arbitration and shared costs. Copy-paste clause.

Job offers & bonds

• Is my 2-year employment bond valid in India? - Check if your 2-year service bond is enforceable in India: Section 27 and Section 74 of the Indian Contract Act, reasonable damages, and a safer clause.
• Do I have to pay a notice period buyout in India? - Offer letter demands 90 days notice or a salary buyout? See what the clause means, when it can be negotiated, and a polite email to HR to cut it down.
• Can my employer keep my original certificates in India? - Company asking for your original degree and mark sheets till the bond ends? See why this is risky, what to say, and a safer clause with photocopies.
• How do I reply to an absconding notice from my employer? - Got an 'absconding' or abandonment notice after you resigned? Steps and a calm reply template that shows your resignation proof and notice dates.
• Can my employer recover training costs if I resign? - Offer letter says you must repay 'training costs' if you quit? Learn how to ask for proof, a pro-rata reduction and a fair cap before you sign.
• Does my employer own my side project in India? - Does your employer own your weekend side project? See the IP clauses that claim everything you create, and a safe carve-out clause for employees in India.
• Can I be terminated during probation without notice? - Offer letter lets the company end your probation with no notice while you owe 90 days? Understand the imbalance and ask for a mutual notice term.
• Can my company withhold my variable pay? - Offer letter lets management withhold variable pay at 'sole discretion'? See how to ask for clear targets, payout dates and no forfeiture after exit.
• Is a post-resignation non-compete enforceable in India? - Offer letter bans you from joining competitors for 12-24 months after you leave? See what Section 27 says, why courts are cautious, and a narrower clause.
• What if my employer withholds my relieving letter? - Employer holding your relieving or experience letter after you resigned? Practical steps, a written demand template and a clause to fix it in the offer.
• How long can a company take for full and final settlement? - Waiting for your F&F payment after resigning? Know what to write, the usual timeline in contracts and a clause that sets a fixed payment date.
• Do I have to repay my joining bonus if I resign? - Joining bonus with a repayment condition if you leave early? See the usual 12-month clawback traps, what to negotiate, and a pro-rata clawback clause.
• Can my employer ask me to repay relocation costs? - Company wants relocation money back if you leave early? Learn what to cap, how to make it pro rata, and a polite email to fix the clause before moving.
• Can HR deduct salary for notice period shortfall? - HR deducting salary for unserved notice days? Understand what your contract allows, how deductions are calculated and a clause that limits it to basic pay.
• Can I contact clients or colleagues after I resign? - Contract bars you from contacting clients or colleagues after you leave? See how non-solicit clauses differ from non-competes and a fair, narrow wording.
• Is my employment NDA too broad? - NDA says everything you learn is confidential forever? Spot the overbroad wording and use a fair clause with standard exceptions and an end date.
• Can my employer deduct laptop damage from my salary? - Employer wants full cost deducted if the company laptop is lost or damaged? See fair wording on depreciation, insurance and normal wear before you accept.
• Can my employer change my role or salary without consent? - Can your employer change your role, location or pay at will? Learn the risk in unilateral change clauses and ask for consent and notice.
• Can my employer force unpaid overtime? - Contract says you must work extra hours with no additional pay? See what to ask about overtime, comp-offs and working hours rules in your state.
• What if my offer is withdrawn after I resign? - Offer withdrawn after you resigned? Steps to take, why to wait for an unconditional offer, and a clause that protects you before you quit.
• Can I be terminated for a failed background check? - Offer ends if a background check is unsatisfactory? Ask for a clear standard, a chance to correct errors and notice before you resign.
• Should I sign an employment bond as a fresher? - Campus offer with a service bond? Check the duration, penalty and real training, and ask for a shorter, pro-rata bond before you sign.
• Do I lose my bonus if I resign before payout? - Lose your bonus if you resign before payout? See fair wording for earned bonus and a polite request to protect pay you already earned.
• What should I do if I am put on a PIP? - Facing a performance improvement plan, or a contract that allows PIP-based exit? Learn the questions to ask on goals, support, timeline and severance.
• Can my employer ban me from freelancing on the side? - Contract bans any second job or freelance work? See what 'exclusive services' really covers and a clause that allows non-competing work with disclosure.

Agency & sub-contracts

• What is the difference between pay-when-paid and pay-if-paid? - Agency pays you only after its client pays? Understand pay-when-paid versus pay-if-paid, why 120-day waits hurt and how to cap the delay with a fixed date.
• Can I show white-label work in my portfolio? - Agency forbids you from showing white-label work? Ask for a delayed, anonymised portfolio right without naming the end client. Sample clause.
• How long can an agency ban me from working with its clients? - Agency bans you from its clients for 36 months? Ask for a 12 to 24 month cap, only clients you served, and exceptions for inbound requests.
• How do I cap SLA penalties in an agency contract? - Contract demands 2-hour response 24/7 with fee penalties? Cap penalties, define business hours and exclude force majeure. Copy-paste clause.
• Am I liable if AWS or a third-party API goes down? - Agency holds you liable when AWS, an API or a vendor goes down? Add an exclusion for third-party outages and a duty to notify. Sample clause.
• How do I stop endless approvals in an agency project? - Many people comment and approvals never end? Add a single designated approver, written sign-off and deemed approval. Copy-paste clause.
• How do I handle changing requirements in an agency project? - Requirements keep changing after kickoff? Add a scope freeze date and a change-order process with estimate, approval and revised timeline.
• When should IP transfer to the agency? - Agency owns your work from creation whether or not it pays? Switch to IP on full payment, with a licence for delivery. Sample clause.
• Should my liability match the agency's client contract? - Agency flows down its own uncapped client liability to you? Ask for a cap tied to fees paid to you, not to the end client contract.
• Do I need insurance as a subcontractor? - Agency demands large professional liability cover? Negotiate the amount, who pays and proof, or accept a liability cap instead. Sample clause.
• Can an NDA claim my existing contacts? - NDA says every contact you meet becomes agency confidential? Exclude your existing network and public information. Copy-paste carve-out.
• What is a staff non-solicit clause in an agency contract? - Contract bans hiring any agency staff for years? Limit it to active solicitation for 12 months, make it mutual and allow general job ads.
• What notice should a subcontractor get on termination? - Agency can end at once while you owe 60 days notice? Make notice mutual and add payment for work done, committed costs and a wind-down fee.
• How do retainer hours and rollover work? - Retainer hours expire monthly while you are always on call? Add rollover, a minimum monthly fee and overage rates. Copy-paste clause.
• Can an agency withhold my payment for a client dispute? - Agency may hold your payment if its client disputes anything? Limit the withheld amount to the disputed item and set a resolution deadline.
• Who is responsible for data protection in a subcontract? - Agency pushes all data protection liability to you? Understand DPDP Act duties, ask for a clear data processing agreement and shared responsibility.
• How long should a subcontractor warranty last? - Warranty runs 2 years and covers everything? Limit it to defects in your work for 60 to 90 days with a fix-or-refund remedy. Sample clause.
• Can an agency make me work only for them? - Agency wants you only for them during the project and after? Replace with a time-limited, project-specific clause paid via a retainer.
• Should an agency guarantee SEO or ad results? - Contract guarantees rankings, leads or ROAS or refunds you? Replace guarantees with effort-based KPIs, reporting and a bonus structure.
• Am I liable for IP infringement in client-supplied assets? - Must you indemnify for any IP claim, even client-supplied assets? Exclude client materials and cap the amount. Sample indemnity clause.
• What law and currency should an offshore subcontractor accept? - Agency abroad wants its home courts and local currency? Ask for a neutral law, USD invoicing, online arbitration and sender-paid fees.
• Can an agency make me hide that I am a subcontractor? - Agency wants you to hide your identity from clients? Understand the risks and ask for fair disclosure rules and independent status.
• Can an agency transfer my contract to another company? - Agency can assign your contract to anyone but you cannot? Ask for mutual consent and a right to terminate if control changes. Sample clause.
• What audit rights can an agency demand from me? - Agency or client can audit you any time? Limit audits to project records, notice, frequency, confidentiality and who pays. Sample clause.
• How should I structure milestone payments with an agency? - Payment due only on final delivery? Split fees into milestones with written acceptance criteria and payment dates. Sample schedule clause.

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