Documentation
A service agreement built for Indian freelancers: scope boundaries, milestone-based payment terms, IP transfer on full payment, MSMED Act protection for Udyam-registered freelancers, and a dispute resolution clause with Indian jurisdiction.
58% of Indian freelancers experience non-payment at least once. A service agreement with clear scope boundaries, milestone-based payment terms, and IP transfer on full payment is the single most effective protection against it.
A freelancer service agreement is a contract between you and your client that defines the scope of work, payment terms, intellectual property ownership, confidentiality obligations, and what happens if things go wrong. Under the Indian Contract Act, 1872, a valid contract needs free consent, lawful consideration, and competent parties.
For Udyam-registered freelancers, the MSMED Act 2006 adds a statutory layer: your client cannot delay payment beyond 45 days from acceptance, and if they do, you are entitled to compound interest at three times the RBI bank rate. Including this reference in your agreement puts the client on notice from day one.
Scope
Specifics
The most common freelancer dispute is scope creep: the client asks for work that was not in the original brief, and the freelancer does it without a change order. The agreement must define what is included, what is explicitly not included, the deliverable format, and the number of revisions. Any work outside the defined scope should require a written change order with its own timeline and fee.
The agreement should specify the total fee, the advance percentage (30% to 50% is standard for project work), milestone definitions and amounts, payment due dates, and the consequence of late payment. For Udyam-registered freelancers, referencing Section 15 of the MSMED Act makes the 45-day payment ceiling and the compound interest provision part of the contract by statute.
Under Indian law (Copyright Act, 1957), the author is the first owner of copyright unless there is a contract to the contrary. For freelancers, this means you own the work until you transfer it. The standard approach is to transfer IP to the client on receipt of full payment, not before. This gives you leverage if the client does not pay. Moral rights under Section 57 of the Copyright Act are non-transferable.
Process
Step 1 of 4
Describe your engagement
Tell us the service type, client, and payment structure.
Common mistakes founders make
Clarifications
No. A service agreement is a private contract between two parties. You do not need a lawyer to sign it, though you may want one to review it if the project value is high.
Service agreements typically require stamp paper of ₹100 to ₹500 depending on the state. Many freelancers execute them digitally without stamp paper for smaller engagements, but for enforceability in court, stamping is advisable.
The agreement should specify governing law (Indian law is recommended if you are based in India), jurisdiction for disputes, and currency. For foreign clients, you should also address the LUT requirement if you are GST-registered (to avoid 18% IGST on export of services).
Yes. The agreement is adapted for the engagement type: fixed-price project, monthly retainer, or hourly. Retainer engagements need additional clauses for monthly hours, rollover policy, and scope boundaries per month.
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