What should a freelance agreement in India include?

Most freelancers in India still work on a WhatsApp message and a handshake. It holds until something goes wrong: the client goes quiet, the brief changes, the project is pulled, or the payment slips by a month. At that point the only question that matters is "what did we agree?", and a chat thread rarely answers it.

A written agreement answers it before anyone asks. Most payment fights start where one of the points below is missing. Here is what it needs to cover, in the order the questions tend to come up.

1. Parties: names, GSTIN and MSME status

Names, addresses, states and email addresses for both sides, plus each side's GST position (a GSTIN, or a clear statement that they are not registered) and, for the freelancer, MSME registration if they have one. This sounds like paperwork, but your invoices must match it: whether GST is charged depends on registration, and whether it is CGST and SGST or IGST depends on where each of you is.

2. Scope of work and deliverables

Describe the service in plain words, then list the deliverables. A good deliverables list says it is exhaustive, so that raw footage, working files or stems not on it are not owed. Say what counts as a revision (refining what was agreed) and what counts as a new brief (a change of scope, priced separately). Scope creep is rarely one big request; it is ten small ones nobody priced.

3. Project dates and engagement dates

There are often two sets of dates: the project's, and the days you are actually engaged. If you are booked for two blocks inside a two-month production, write both blocks in. Those are the days you turned other work down for.

4. Fee, payment terms and milestones

The fee is either fixed, or a rate times the units you commit (per day, per hour, per deliverable). Then the part most agreements get wrong: when it is paid. Split the fee into milestones that add up to it exactly, each with a delivery date and a payment date. Where no date is set, payment should fall due within a stated number of business days after delivery. Say that payment dates do not move just because feedback is still coming in.

5. Late payment fee and MSME protection

A late payment fee (simple interest at a stated rate) gives the payment date teeth. If you are registered as a micro or small enterprise under the MSMED Act, 2006, the agreement should say so: payment periods are capped at 45 days from acceptance, interest applies to delay, and you can go to the MSME Facilitation Council.

6. Invoices, GST and TDS

State that payments need a valid invoice, that the client deducts TDS where the Income-tax Act, 2025 requires it and issues the certificate, and that fees are quoted before GST if you are registered.

7. Revisions and approval, and what silence means

Agree how many revisions the fee includes, and the fee for each one beyond that. Then give the client a fixed window to approve or send specific feedback. If the window passes in silence, the work counts as approved and the payment falls due. Without this, a client can stay "still reviewing" for as long as they like, and your invoice waits with them.

8. Copyright: who owns the work

The question freelancers most often leave unanswered. There are three common answers: the client owns it outright once paid (an assignment), you keep it and license it for a set period, territory and media (with or without a royalty), or a buyout, where the client owns it in a set territory by paying a buyout fee on top of the fee. Whatever you choose, add that the client may not use the work commercially until it is paid for, that your own tools and presets stay yours, and that you keep the right to be named as the author.

Who owns the copyright in freelance work in India? Assignment, licence or buyout →

9. Credit and portfolio use

Write down the credit line you get, and whether you may show the work in your portfolio (usually yes, without confidential details, and only after release).

10. Confidentiality and competing brands

Both sides keep each other's non-public information private. In advertising, the client may also want to know about your recent work for competing brands; a declaration you make up front is far better than a conflict discovered after the campaign is live.

11. Cancellation fee and kill fee

If the client cancels, or the project is killed upstream, what are you owed for the dates you held? The fair answer is the greater of the work done and an agreed minimum, less what has already been paid, plus pre-approved expenses. Without it, a cancelled project can leave you with nothing for a month you kept free.

Cancellation fee and kill fee: what each means and how they differ →

12. Termination and dispute resolution

Either side should be able to end it on notice, with the freelancer paid for work done. Then, if you disagree: a period to settle, then arbitration or the courts in a named city, under Indian law.

13. E-signing, stamp duty and data protection

An agreement can be signed electronically under the Information Technology Act, 2000. Keep the evidence: who signed, how they were verified and when. Stamp duty depends on your State and is the parties' responsibility. And if the work involves real people's personal data (people you film or photograph, customer lists), say who is responsible for it under the Digital Personal Data Protection Act, 2023.

Who needs a written agreement most

Anyone who works for a client, whatever the size of the job. Some parts of the agreement matter more for some kinds of work:

• Crew booked by the day (camera, lighting, sound, art, hair and make-up): dates, the engagement periods and a kill fee.
• Designers, illustrators, animators: deliverables, revisions and who owns the work.
• Writers and editors: scope, approval windows and credit.
• Composers and photographers: licensing, territory, media and royalties.
• Content creators and influencers: the posts and platforms, the posting dates, how the brand may use the content and for how long, and when payment falls due.
• Anyone who has waited months to be paid: milestones, fixed payment dates, the late fee and the MSME position.

How The Goodwill Network handles it

Every point above is a clause in our agreement, legally vetted: the standard ones are in every agreement, and you choose the optional ones you require. The form checks that your milestones add up to your fee, that dates make sense and that every clause you switched on is filled in. Your client reads the whole agreement from a link and signs with a code sent to their email, with no account. Then, on plans that include invoicing, the same agreement creates your invoices with the right GST. See every clause explained →