{"course":{"slug":"independent-creative","title":"Working for Yourself","url":"https://addaly.com/learn/independent-creative","level":"intermediate","track":"create"},"lesson":{"slug":"the-contract","title":"A contract is a document about the week things go wrong","url":"https://addaly.com/learn/independent-creative/the-contract","position":58,"of":84,"minutes":11,"answer":"Write that all rights transfer only on receipt of final payment in full, and never assume \"work for hire\" means the same thing in your country as in theirs.","keyIdea":"Write that all rights transfer only on receipt of final payment in full, and never assume \"work for hire\" means the same thing in your country as in theirs."},"body":{"format":"markdown","text":"## It is not an act of distrust\n\nA contract is a written record of what you both already agreed, made while you both still like each other. That is the whole idea. Every clause exists because at some point in the future one of you will remember something differently, honestly and in good faith.\n\nClients who object to a written agreement are rarely objecting to formality. Note it.\n\n## The free version, which is a real version\n\nYou do not need a lawyer to start. In most jurisdictions, an email that sets out the terms and a reply saying \"agreed\" is a contract, and it is evidence.\n\nSo the minimum viable version is: a numbered list in an email, ending with *\"If that all looks right, reply 'agreed' and I will start on Monday.\"* Free templates from professional bodies are a step up, a signed PDF is nicer, and any of them is infinitely better than the handshake you are currently relying on.\n\n## What it must contain\n\n- **Parties.** Their legal entity name, not the brand name on the website. The entity is who you invoice and who you would pursue.\n- **Deliverables**, written as countable nouns with formats.\n- **Schedule tied to their inputs.** \"Delivery ten working days from receipt of copy and photographs\" rather than a fixed date. Client delay is the most common cause of a missed deadline and the one most often blamed on the freelancer.\n- **Money.** Total, currency, milestones, deposit, and what triggers each payment.\n- **Revisions**, as in the previous lesson.\n- **Kill fee.** What you are paid if it stops. A common shape: deposit non-refundable, plus payment for work completed to date, plus a percentage if cancelled after a milestone was approved.\n- **Late payment.** A stated late fee or interest, from a stated day.\n- **Credit and portfolio rights.** That you may show the work. Without this you can build an entire career you are not allowed to prove. If they need secrecy, agree an embargo date rather than a permanent ban.\n- **AI use.** The next lesson covers what to write.\n\n## The clause that does the most work\n\nOwnership, and the moment it moves.\n\n*\"All rights in the delivered work transfer to the client on receipt of final payment in full. Until then the client has no licence to use it.\"*\n\nThis one sentence protects you more than everything else combined, and it does it without you having to enforce anything. An unpaid deliverable is legally unusable, which means a client who publishes it before paying has a much bigger problem than you do.\n\nThen decide *what* transfers. Full transfer of everything is normal for a logo or a brand mark, because the client needs to own their identity outright. It is often wrong for illustration, photography or music, where a licence for a defined use, medium, territory and time is the fair deal and leaves you able to license it again. Charge more for full transfer than for a licence, because you are selling more.\n\n## \"Work for hire\" means different things in different countries\n\nThis phrase appears in half the contracts freelancers are sent, and it does not mean the same thing everywhere.\n\n- **United States.** \"Work made for hire\" is a narrow statutory term. For commissioned work it applies only to certain listed categories and requires a signed writing. A competent contract therefore adds a fallback: if it does not qualify as a work made for hire, the contractor assigns the rights. A contract that says \"work for hire\" and stops may not have moved ownership at all.\n- **United Kingdom.** An employer owns an employee's work. A commissioned freelancer keeps copyright unless it is assigned in writing. The client who assumed otherwise is in for a surprise.\n- **India.** The Copyright Act contains a provision under which a photograph, painting or portrait made for payment at another person's request is owned by the person who commissioned it, in the absence of an agreement saying otherwise. That is close to the opposite of the UK default. If you shoot, this matters to you specifically.\n- **Several civil-law countries**, France and Germany among them, treat moral rights as unassignable no matter what the contract says.\n\nThe practical consequence: a template downloaded from a US website can be wrong for you in both directions: giving away what you did not mean to, or failing to transfer what the client paid for. This is the shape of it. A lawyer in your country is the person who answers it for your case, and one hour of their time when you are drafting your standard agreement covers you for years of projects.\n\n## What to strike when it is their paper\n\n- Unlimited revisions.\n- Indemnity for anything beyond your own work. You cannot underwrite their legal review, their claims, or content they supplied.\n- Perpetual worldwide exclusivity with no separate fee.\n- **Payment \"on client approval\" with no definition of approval.** This is a promise to pay when they feel like it. Replace it with a deemed-approval clause: approved if no written feedback within ten working days.\n- Payment terms longer than 45 days, unless the fee accounts for financing them for two months."},"check":{"question":"An illustrator in the UK signs a client contract that says the work is \"made for hire\" under US law and contains no other ownership language. The project finishes and the client uses the illustrations. What is the most accurate description of the position?","options":[{"text":"The clause is void in the UK, so the illustrator retains everything and the client is infringing by using the work at all.","correct":false,"tempting":"Assumes a clause that may not achieve its aim leaves nothing behind, ignoring any implied licence or later assignment."},{"text":"The phrase transfers ownership globally, since the parties clearly intended the client to own the work and intention governs.","correct":false,"tempting":"Treats a term of art as if its plain meaning controls, when the phrase has a narrow statutory definition."},{"text":"Ownership may not have moved, because that phrase is a narrow statutory category and a working contract usually needs an explicit assignment as well.","correct":true},{"text":"Ownership passed automatically on final payment, because payment for commissioned work transfers copyright by default.","correct":false,"tempting":"Believes paying for work buys the copyright, which is the default in only a few specific situations."}]},"prev":{"slug":"releases-and-permissions","title":"Owning the photograph is not enough","url":"https://addaly.com/learn/independent-creative/releases-and-permissions"},"next":{"slug":"trademark-vs-copyright","title":"What a logo client is actually buying","url":"https://addaly.com/learn/independent-creative/trademark-vs-copyright"},"authorship":"Founder and series editor: Dr Mustafa Mun. Written by AI models to a written standard. Exam keys checked blind by a second model: 3,665 of 3,666 agreed. Academic review invited.","review":{"status":"Draft, open for academic review"},"cite":"Addaly (2026) 'A contract is a document about the week things go wrong', in Working for Yourself. Edited by M. Mun. Addaly. Available at: https://addaly.com/learn/independent-creative/the-contract (Accessed: 31 October 2026).","licence":{"name":"CC BY-NC-SA 4.0","url":"https://creativecommons.org/licenses/by-nc-sa/4.0/"},"reader":{"schema":1,"title":"A contract is a document about the week things go wrong","courseTitle":"Working for Yourself","module":{"index":6,"slug":"ownership-and-risk","title":"Ownership, rights and risk"},"answer":null,"keyIdea":"Write that all rights transfer only on receipt of final payment in full, and never assume “work for hire” means the same thing in your country as in theirs.","hero":{"kind":"plate","image":null,"alt":null,"caption":null},"blocks":[{"t":"h2","id":"it-is-not-an-act-of-distrust","runs":[{"text":"It is not an act of distrust"}]},{"t":"p","runs":[{"text":"A contract is a written record of what you both already agreed, made while you both still like each other. That is the whole idea. Every clause exists because at some point in the future one of you will remember something differently, honestly and in good faith."}]},{"t":"p","runs":[{"text":"Clients who object to a written agreement are rarely objecting to formality. Note it."}]},{"t":"h2","id":"the-free-version-which-is-a-real-version","runs":[{"text":"The free version, which is a real version"}]},{"t":"p","runs":[{"text":"You do not need a lawyer to start. 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If they need secrecy, agree an embargo date rather than a permanent ban."}],[{"text":"AI use.","b":true},{"text":" The next lesson covers what to write."}]]},{"t":"h2","id":"the-clause-that-does-the-most-work","runs":[{"text":"The clause that does the most work"}]},{"t":"p","runs":[{"text":"Ownership, and the moment it moves."}]},{"t":"p","runs":[{"text":"”All rights in the delivered work transfer to the client on receipt of final payment in full. Until then the client has no licence to use it.”","i":true}]},{"t":"p","runs":[{"text":"This one sentence protects you more than everything else combined, and it does it without you having to enforce anything. An unpaid deliverable is legally unusable, which means a client who publishes it before paying has a much bigger problem than you do."}]},{"t":"p","runs":[{"text":"Then decide "},{"text":"what","i":true},{"text":" transfers. Full transfer of everything is normal for a logo or a brand mark, because the client needs to own their identity outright. It is often wrong for illustration, photography or music, where a licence for a defined use, medium, territory and time is the fair deal and leaves you able to license it again. Charge more for full transfer than for a licence, because you are selling more."}]},{"t":"h2","id":"work-for-hire-means-different-things-in-different-countries","runs":[{"text":"“Work for hire” means different things in different countries"}]},{"t":"p","runs":[{"text":"This phrase appears in half the contracts freelancers are sent, and it does not mean the same thing everywhere."}]},{"t":"ul","items":[[{"text":"United States.","b":true},{"text":" “Work made for hire” is a narrow statutory term. For commissioned work it applies only to certain listed categories and requires a signed writing. 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