Worked example · fictional document
A client-drafted statement of work: unlimited revisions, IP on creation, net-75 payment, and a one-way exit.
STATEMENT OF WORK — INDEPENDENT CONTRACTOR (SAMPLE, FICTIONAL) Client: Northfield Retail Group. Contractor: an independent designer. Fixed fee: $18,000. Scope. The Contractor will deliver the brand identity and website design described in Exhibit A, and will provide additional services as reasonably requested by the Client. Revisions. The Contractor will keep revising the deliverables until the Client is satisfied. Ownership. All work product and deliverables are assigned to the Client upon creation, as work made for hire. Payment. The Client will pay each invoice net 75. Termination. The Client may terminate this agreement for convenience at any time on 5 days' notice, paying only for work completed. Exclusivity. During the term the Contractor will work exclusively for the Client and will not take on any other client in the retail sector. Indemnity. The Contractor shall indemnify the Client against any and all claims, losses and damages arising out of the services. Confidentiality. The Contractor may not disclose the engagement or use it in any portfolio or marketing.
Do not sign as-is
Read as: Freelance / services agreement
15 clauses read · rulebook v1.0 · written from the contractor's side · see every rule
What this is, and isn't. The instant check recognises common clause patterns and judges the numbers in them against market norms. It doesn't understand every wording — an unusual clause can slip past it, so a clean result is not a clean bill of health. It isn't legal advice; use it to know what to question and what to ask for.
From your document: The Contractor will keep revising the deliverables until the Client is satisfied.
Ask for
Cap at two revision rounds per milestone; further rounds billed hourly.
From your document: All work product and deliverables are assigned to the Client upon creation, as work made for hire.
Ask for
IP assigns on receipt of final payment; a limited licence applies until then; pre-existing IP and tools are excluded.
From your document: The Client will pay each invoice net 75.
Ask for
Net 15 or net 30, a 30–50% deposit, and a late fee of 1–1.5% per month.
From your document: The Client may terminate this agreement for convenience at any time on 5 days' notice, paying only for work completed.
Ask for
Make it mutual, or add payment for all work performed plus a kill fee of 25% of the remaining fee.
From your document: During the term the Contractor will work exclusively for the Client and will not take on any other client in the retail sector.
Ask for
Delete it, or limit it to direct competitors for the term and pay a retainer.
From your document: The Contractor shall indemnify the Client against any and all claims, losses and damages arising out of the services.
Ask for
Make it mutual, limited to third-party claims from your breach, and subject to the liability cap.
From your document: The Contractor will deliver the brand identity and website design described in Exhibit A, and will provide additional services as reasonably requested by the Client.
Ask for
Define scope by a deliverables list; further work needs a written change order.
Protections a reasonable version of this document usually has — and this one doesn't mention.
If the client cancels, there's no guarantee you're paid for work done or for the slot you held.
Ask for Add payment for all work performed plus a kill fee of 25% of the remaining fee.
With no revision limit, a fixed fee has no ceiling on the work.
Ask for Cap at two revision rounds per milestone; extras billed hourly.
A single payment at the end means you carry all the risk.
Ask for Ask for a 30–50% deposit and milestone payments.
There's no cost to the client for paying late.
Ask for Add a late fee of 1–1.5% per month after the due date.
Every problem adds penalty points — a deal-breaker 20, a major issue 10, a minor one 4, a missing standard protection 6 or 2 — and favourable terms offset up to 8. The score halves for every 45 net points, so a very bad document still scores above a merely bad one. Bands: 85+ broadly reasonable, 65–84 negotiate a few terms, 40–64 push back hard, under 40 do not sign as-is. The score is a fast triage number — the findings are the point.
The check tells you what to question. The full workspace simulates the other side's pushback, prices your walk-away, drafts your reply, and checks it for risk — with a human gate before anything is sent.