Contract clause checklist, in plain English
What the usual clauses do, what to look at, and the questions to ask before you sign. Tick each one as you review a contract; your ticks stay on this device.
- 01
Scope of work
Says exactly what will be done and delivered. Most disagreements in small contracts start with a scope that was too vague.
What to look at
- Deliverables named one by one, not “design work” or “consulting”.
- What is not included, written down.
- How extra work is requested, priced and approved.
Ask before signing
- If the job grows, how do we agree on the extra price before the work starts?
- Who approves each deliverable, and how?
- What happens if I am waiting on you for content or feedback?
- 02
Payment terms
Sets the price, when invoices are sent, how many days the client has to pay, and how payment is made.
What to look at
- Fixed fee, hourly or milestone, and the currency.
- Deposit before work starts, if any.
- Number of days to pay an invoice, and what happens when a payment is late.
- Who pays expenses, and whether they need approval first.
Ask before signing
- When exactly is each invoice sent, and how long do you have to pay it?
- Can work pause if an invoice is overdue?
- Are bank or platform fees paid by you or by me?
- 03
Revisions and changes
Says how many rounds of changes are included in the price and how further changes are handled.
What to look at
- A number of revision rounds, and what counts as one round.
- The rate for rounds beyond those included.
- Whether delays in feedback move the deadline.
Ask before signing
- What counts as one round of revisions?
- What does an extra round cost?
- 04
Term and termination
Says when the contract starts and ends, and how either side can end it early.
What to look at
- Notice period to end the contract for any reason.
- Ending at once after a serious breach that is not fixed.
- Payment for work done up to the end date.
- Which clauses keep applying after the end (confidentiality, payment, ownership).
Ask before signing
- If either of us ends it early, what is paid and what is delivered?
- Is the notice period the same for both sides?
- 05
Intellectual property (who owns the work)
Says who owns what is created: the client, the creator, or the creator with a licence for the client. It also covers tools and material each side already had.
What to look at
- Whether ownership passes on signing, on delivery or only on full payment.
- A licence instead of ownership, and what it allows.
- Pre-existing tools, templates and code staying with the creator.
- Permission to show the work in a portfolio.
Ask before signing
- When does ownership pass to you: on delivery or once paid in full?
- Can I reuse my own tools and templates in other projects?
- May I show this work in my portfolio, and when?
“Your work is under copyright protection the moment it is created and fixed in a tangible form that it is perceptible either directly or with the aid of a machine or device.”
U.S. Copyright Office, Copyright in General (FAQ). Official guidance for one country; check the rules where you work. - 06
Confidentiality
Asks each side to keep the other’s non-public information private and to use it only for the work.
What to look at
- Whether it is one-way or mutual.
- What counts as confidential, and the usual exceptions (already public, already known, independently developed).
- How long the duty lasts.
- Return or deletion of materials at the end.
Ask before signing
- Does this cover only your information, or mine too?
- How long does the duty last after the project ends?
- 07
Limitation of liability
Puts a ceiling on how much one side can claim from the other if something goes wrong, and usually excludes indirect losses such as lost profits.
What to look at
- Whether there is a cap at all, and its amount (often tied to the fees paid).
- Whether the cap applies to both sides equally.
- Exceptions to the cap, such as fraud or a breach of confidentiality.
Ask before signing
- Is the cap the same for both of us?
- What is excluded from the cap?
- 08
Indemnity
One side promises to cover the other’s costs if a third party makes a claim, for example over material that infringes someone else’s rights.
What to look at
- Whether it is one-sided or mutual.
- What triggers it: only your own fault, or anything connected to the work.
- Whether it sits outside the liability cap.
Ask before signing
- Is the indemnity limited to claims caused by my own work or material?
- Is it covered by the liability cap?
- 09
Independent contractor status
States that the person doing the work is an independent business, not an employee, and is responsible for their own taxes and tools.
What to look at
- Who controls how, when and where the work is done.
- Who provides tools and equipment.
- Whether the contractor may work for other clients.
Ask before signing
- Do I decide how and when the work is done, or will you direct it day to day?
- Can I take on other clients during the contract?
“The keys are to look at the entire relationship and consider the extent of the right to direct and control the worker.”
Internal Revenue Service (IRS), United States, Independent contractor (self-employed) or employee?. Official guidance for one country; check the rules where you work. - 10
Non-compete and non-solicitation
Limits what one side may do during or after the contract, such as working for competitors or hiring the other side’s staff or clients.
What to look at
- What activity is restricted, for how long and in what area.
- Whether the restriction is one-sided.
- Whether it is needed at all for this job.
Ask before signing
- Why is this restriction needed, and can it be narrowed?
- Can we remove it and rely on the confidentiality clause instead?
- Have I asked a lawyer where I work whether this restriction is allowed and reasonable?
- 11
Governing law and disputes
Names the place whose law applies and how disagreements are settled: talking first, mediation, arbitration or the courts.
What to look at
- Which state or country is named, and whether it is far from you.
- Mediation or arbitration before any court case, and who pays for it.
Ask before signing
- Why this place, and would a place closer to both of us work?
- Who pays for mediation or arbitration?
- 12
General terms (“boilerplate”)
The short clauses at the end: entire agreement, changes only in writing, notices, severability, assignment and signing copies electronically.
What to look at
- “Entire agreement”: the contract says it replaces earlier discussions, so anything agreed by e-mail or phone belongs in the contract itself.
- How notices must be sent (post, e-mail).
- Whether the other side can transfer the contract to someone else.
Ask before signing
- Is everything we agreed by e-mail actually written into the contract?
- Which e-mail address counts for formal notices?
FAQ
Questions people ask
Does every contract need all of these clauses?
No. A short NDA will not have payment terms, and a one-off photo shoot may not need a non-compete. Use the list to check that the clauses your deal needs are there and say what you expect.
Are these explanations true everywhere?
They describe what these clauses usually say, not what any law requires. Laws vary by country and state, and some clauses may be limited or not allowed in some places. Ask a lawyer where you work about anything important.
Is this legal advice?
No. Contracts.tools gives you an editable draft written in plain language and explains common clauses. It does not know your situation or the law where you live, and laws vary by country and state. Have the draft reviewed, ideally by a lawyer where you work, before anyone signs it.
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