What Every Freelance Agreement in India Should Include

A freelance agreement should spell out scope, payment, ownership and exit. Most disputes between a freelancer and a client come from one of these being left vague, so put each in writing before work starts.

The clauses that matter

• Scope of work. Exactly what you will deliver — and, just as important, what is out of scope. This stops "just one more thing" from eating your time.
• Fees and payment terms. The amount, the schedule (advance, milestones or on delivery), and how many days the client has to pay each invoice.
• Timeline. Delivery dates, and that they depend on the client giving inputs and approvals on time.
• Intellectual property. State that the client owns the final work once they have paid in full, and that your pre-existing tools stay yours.
• Confidentiality. Each side keeps the other's private information private.
• Independent contractor. You are not an employee; you handle your own taxes and statutory dues.
• Termination. How either side can end the contract, and that the client pays for work done up to that point.

The India-specific points

Two things trip up Indian freelancers. First, TDS: companies often deduct tax at source on professional fees under Section 194J, so agree that fees are subject to applicable taxes. Second, GST: if you are registered, say whether your fee is inclusive or exclusive of GST. Also name the city whose courts have jurisdiction, in case of a dispute.

Keep it signed and simple

A short, signed agreement beats a long unsigned one. Cover the points above in plain language, have both sides sign, and keep a copy. That is enough for most projects.