Freelancer / Independent Contractor Agreement

A Freelancer Agreement is a simple contract between a client and an independent freelancer for a defined project: what will be delivered, by when, for how much and on what payment schedule.

Client name*

Freelancer name*

Deliverables / scope of work*

Payment amount (INR)*

Payment terms / milestones*

Delivery deadline*

Effective date*

Format:

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FREELANCER AGREEMENT This Agreement is executed on [effective_date] between [client_name] (hereinafter "the Client") and [freelancer_name] (hereinafter "the Freelancer"). 1. DELIVERABLES The Freelancer shall deliver the following: [deliverables], on or before [deadline]. 2. PAYMENT The Client shall pay the Freelancer Rs. [payment_amount], as follows: [payment_terms]. 3. OWNERSHIP OF WORK Upon full payment, all rights in the delivered work shall belong to the Client, unless otherwise agreed. 4. INDEPENDENT CONTRACTOR The Freelancer is engaged as an independent contractor, not as an employee, and is responsible for their own taxes. 5. REVISIONS The scope of revisions included, if any, shall be as agreed separately between the parties. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. CLIENT FREELANCER [client_name] [freelancer_name]

Freelancer / Independent Contractor Agreement: what it is

A Freelancer Agreement is a simple contract between a client and an independent freelancer for a defined project: what will be delivered, by when, for how much and on what payment schedule. It also records that the freelancer is not an employee and that rights in the delivered work pass to the client once payment is made in full.

When you need this document

You are hiring a designer, writer, developer, video editor or photographer for a one-off project.
A freelancer wants written payment milestones before starting work.
A small business needs proof that work was commissioned and paid for, to claim ownership of the output.
Work is being arranged through social media or a referral and nothing is in writing yet.
The client wants it on record that the freelancer handles their own taxes.

What it covers

Names of the client and the freelancer and the date of the agreement.
The deliverables and the delivery deadline.
The payment amount in rupees and the payment terms or milestones.
Transfer of all rights in the delivered work to the client on full payment, unless agreed otherwise.
A statement that the freelancer is an independent contractor responsible for their own taxes.
A note that included revisions are to be agreed separately.

How to fill, sign and use it

Describe the deliverables in detail: format, size or length, number of items, and the files to be handed over.
Fill in the form on this page with the amount, milestones and deadline, and check the preview.
Agree the number of revision rounds in writing, since this draft leaves that to separate agreement.
If the work is copyright material such as design, writing, code or photos, add specific wording on the rights assigned, territory and duration.
Both parties sign and date it, physically or with a valid electronic signature, and stamp it as your state requires.
Keep invoices, payment proofs and the final delivered files, as these support ownership if questioned later.

Documents to attach or keep with it

Project brief or quotation that the deliverables refer to.
Freelancer's PAN, and GST registration if the freelancer is registered.
Payment receipts or bank transfer records for each milestone.

The law behind it

This is a contract under the Indian Contract Act, 1872. Where the work is protected by copyright, the Copyright Act, 1957 requires an assignment to be in writing (section 19). The assignment should identify the work, the rights, the territory and the duration; if duration or territory is not stated, the Act presumes five years and India respectively. Payments may attract TDS under income tax law, and GST applies if the freelancer is registered. Stamp duty on agreements varies by state.

Common mistakes to avoid

Relying on the short ownership clause without naming the rights, territory and duration, which can limit what the client actually receives.
Leaving revisions undefined, so the project never formally closes.
Paying in full before receiving the source files (editable designs, code repositories, raw footage).
Treating a long-term freelancer like staff with fixed hours, which can blur the independent contractor position.

Freelancer / Independent Contractor Agreement: frequently asked questions

Is a freelancer agreement legally valid without stamp paper?

The contract is valid once both sides agree and sign, but most states require stamp duty on agreements. An unstamped agreement may not be admitted as evidence until duty and penalty are paid. The duty for a simple agreement is usually modest; check your state's rate or use e-stamping.

Who owns the copyright in work done by a freelancer?

In most cases the freelancer, as author, owns copyright unless it is validly assigned in writing (the Act has narrow exceptions, such as some commissioned photographs and portraits). This agreement transfers rights to the client on full payment. For important work, spell out the rights assigned, the territory and the duration, because the Copyright Act, 1957 fills gaps with limited default terms.

Do I need to deduct TDS when paying a freelancer?

It depends on who the client is, the nature of the work and the amounts paid in the year. Businesses and some individuals must deduct TDS on payments for professional services or contract work above set limits. Ask your accountant which provision applies and issue the freelancer a TDS certificate.

Can a freelancer agreement be signed online?

Yes. Electronic signatures recognised under the Information Technology Act, 2000, such as Aadhaar based e-sign, are valid for this kind of agreement. A clear email acceptance can also show agreement, though a signed document is easier to prove. Stamp duty can be paid through e-stamping.

What if the freelancer misses the deadline?

This draft records the deadline but does not set a penalty or termination right. You can negotiate an extension in writing, withhold payment for undelivered milestones, or claim damages for breach. For time-critical work, add a clause on what happens if the deadline is missed before signing.

Last updated 3 October 2026.

General information on Indian law, not legal advice for your situation. Stamp duty, registration and fees differ by state, so check with the local office or an advocate before you rely on it.

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