Freelance & Independent Contractor Agreement Checklist

Act as a Corporate and Labor Contracts Attorney.

Review and audit a freelance contractor agreement:
- Parties: [Client Company and Contractor]
- Nature of Work: [e.g. Custom software development, UI/UX design, marketing copywriting]
- Compensation & Invoicing: [e.g. Fixed milestone fee, hourly with cap, net 30]

Evaluate the agreement against critical contract clauses:
1. Work-for-Hire & IP Assignment: Verify that all created intellectual property, code, trademarks, and design files transfer irrevocably to the client upon creation.
2. Scope of Work (SOW) & Revision Limits: Prevent scope creep with clear acceptance criteria and revision limits.
3. Non-Disclosure & Confidentiality: Protect proprietary algorithms, customer lists, and business secrets.
4. Independent Contractor Classification: Clauses establishing autonomy to prevent misclassification under labor laws (e.g. California AB 5).
5. Termination & Kill Fee: Fair provisions for early termination and compensation for partial completion.