Freelance Contract Template
for Indian Freelancers

Why Every Indian Freelancer Needs a Contract

A verbal agreement or WhatsApp conversation is not enforceable. Without a written contract, you have no legal recourse when a client refuses to pay, demands unlimited revisions, or steals your work. Under the Indian Contract Act, 1872, a written agreement with offer, acceptance, consideration, and competent parties is fully enforceable in Indian courts.

10 Essential Clauses for Indian Freelancers

1. Parties and Recitals

Name the freelancer (you) and the client — full legal names, addresses, and GST numbers if applicable. This establishes jurisdiction and is required if you ever need to file a legal claim.

2. Scope of Services

Define exactly what you're delivering, the format, and the medium. "Design a logo" is weak. "Design a primary logo mark, wordmark, and icon in vector format (AI + SVG) with 3 colour variations" is enforceable.

3. Intellectual Property Rights

This is the most important clause. Until you receive full payment, you retain all IP. Upon receipt of final payment, ownership transfers to the client. Include a license for the client to use the work while payment is pending (e.g., for review purposes), but restrict them from publishing or commercialising it.

4. Payment Terms and Schedule

Specify: total fee (excluding GST), GST amount, total amount, payment schedule (% and timing), payment method (bank transfer, UPI), and late payment penalty.

5. GST Provisions

If you're GST-registered, state: "All fees are exclusive of GST. GST at the applicable rate (currently 18%) will be charged and reflected in the invoice. The client agrees to pay GST in addition to the agreed fee." Include your GSTIN in the contract and on every invoice.

6. TDS Deduction (Section 194J)

7. Revision Policy

Without this clause, clients can demand revisions indefinitely. State the number of revision rounds included (2–3 is standard), what constitutes a revision vs. a scope change, and the hourly rate for additional revisions.

8. Confidentiality

Both parties may share confidential information. A standard confidentiality clause protects client data you handle and protects your proprietary processes. For large projects, get a separate NDA before the contract.

9. Termination

Specify notice period (14–30 days), what happens to work completed but unpaid, and any kill fee (a percentage of remaining fee charged on early termination by the client).

10. Governing Law and Dispute Resolution

Specify that the agreement is governed by Indian law, specifically the Indian Contract Act 1872, and that disputes will be resolved in the courts of [your city]. Add an arbitration clause for faster resolution: "Disputes shall first be referred to arbitration under the Arbitration and Conciliation Act, 1996."

Freelance Contract Checklist

• Full legal names and addresses of both parties
• GST numbers (if applicable)
• Detailed scope of work with explicit exclusions
• IP ownership clause — transfers on final payment
• Total fee + GST breakdown
• Payment schedule with specific dates
• Late payment penalty clause (1.5–2% per month)
• TDS deduction and Form 16A clause
• Revision policy with number of rounds
• Confidentiality obligations for both parties
• Termination clause with kill fee
• Governing law (India) and dispute jurisdiction (your city)
• Both parties' signatures with date

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