Sample clauses
The clauses LexPact builds into every contract
Real contract language with plain-English annotation — so you know exactly what you’re getting before you generate.
Key clauses — annotated
IP Ownership — Who owns the work until you're paid
Contract language
All work product, deliverables, concepts, designs, code, copy, and other materials created by Freelancer specifically for Client under this Agreement shall remain the intellectual property of Freelancer until receipt of full and final payment of all amounts due. Upon receipt of full payment, Freelancer assigns to Client all right, title, and interest in the Work Product.
The default in most template contracts assigns IP to the client immediately, before payment. This version flips that: the work is yours until you are paid. If the client disappears without paying, you still own the deliverables and they have no right to use them.
Red flag: Any clause that says IP transfers "upon delivery" or "upon creation." Those clauses mean the freelancer loses all leverage before being paid.
Kill Fee — What you get paid if the project is cancelled
Contract language
If Client cancels this Agreement after work has commenced but before completion, Freelancer shall be entitled to: (a) full payment for all work completed to the cancellation date; plus (b) a kill fee equal to 50% of the remaining unpaid project fee, as reasonable compensation for lost scheduling opportunity. Kill fee invoices are due within 7 days of the cancellation notice.
When a project is cancelled mid-way, the freelancer loses not just the remaining fee but the time held in their schedule — time that could have been filled with other work. The kill fee compensates for both. 50% of the remaining fee is the industry standard.
Without a kill fee: you do 3 weeks of work on a 6-week project, the client cancels. You get paid for 3 weeks and lose the income you turned down to hold those remaining 3 weeks.
Late Payment — Statutory right to charge interest
Contract language
All invoices are due within 7 days of the invoice date. If any invoice remains unpaid after its due date, Freelancer shall be entitled to charge interest on the overdue amount at 2.5% per month (or, if higher, the rate under the Late Payment of Commercial Debts (Interest) Act 1998, currently 8% above the Bank of England base rate per annum); and to suspend all ongoing work on 48 hours' written notice until the overdue amount is settled.
UK freelancers have a statutory right under the Late Payment of Commercial Debts (Interest) Act 1998 to charge interest on overdue B2B invoices. Most template contracts do not reference this statute. The suspension right is the most practical lever — a client who won't pay a £2,000 invoice will often pay promptly when their live project is paused.
The suspension right is the most practical lever available. Use it. A client who will not pay a £2,000 invoice will often pay promptly when their live project is paused.
Right of Substitution — Why this matters for IR35
Contract language
Freelancer may, at Freelancer's sole discretion and expense, engage a suitably qualified substitute to perform all or part of the Services, provided that: (a) the substitute possesses relevant skills to perform the Services to the required standard; and (b) Freelancer remains solely responsible for the quality of all work delivered. Client's right to object is limited to material lack of qualification and may not be exercised unreasonably.
For UK freelancers, the right of substitution is one of the three tests HMRC uses to determine IR35 status. A genuine right — one where the client can only reject a substitute on competence grounds, not personal preference — is a strong indicator of outside-IR35 status.
If your current contract says the client must "approve" any substitute without limiting the grounds for refusal, that is not a genuine right of substitution — it is a veto in disguise, and provides no IR35 protection.
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