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IP clause, payment terms, confidentiality, TDS acknowledgment, termination rights. Built for Indian freelancers. Download a signed-ready PDF instantly.

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Freelance

SERVICE AGREEMENT

Effective Date: 2026-06-20

This Freelance Service Agreement is entered into as of 2026-06-20 between [Service Provider] ("Service Provider") and [Client] ("Client").

1. PARTIES

Service Provider

Client

2. SERVICES

[Project Title]

3. DELIVERABLES

  • As agreed between the parties.

4. TIMELINE

Start: 2026-06-20 · End: TBD

5. PAYMENT

Total: INR — (excl. GST)

Schedule: 50% upfront + 50% on delivery

Due within 7 days · Late fee 2% per month

Client to deduct TDS as applicable and provide Form 16A.

6. REVISIONS

2 revision rounds included. Additional rounds billed at standard rate.

7. INTELLECTUAL PROPERTY

IP transfers to Client upon receipt of full payment. Service Provider retains portfolio rights.

8. CONFIDENTIALITY

Both parties agree to maintain confidentiality of all non-public information for 2 years.

9. TERMINATION

7 days' written notice by either party.

11. GENERAL

Governed by Indian law · Jurisdiction: [State]

Service Provider

________________________

Client

________________________

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FAQs

Common questions

Is this freelance contract legally valid in India?

Yes — a signed written contract is enforceable under the Indian Contract Act, 1872. This template includes all elements required for a valid contract: offer, acceptance, consideration, competent parties, and lawful purpose. For it to be fully enforceable, both parties need to sign. The PDF you download can be printed and wet-signed, or signed digitally (OTP/email confirmation counts under the IT Act 2000). For very high-value work (₹5L+), we recommend having a lawyer review it.

Do I need a stamp paper for a freelance contract?

For most freelance contracts in India, stamp paper is NOT required. Stamp duty is typically required for contracts involving property, loans, or partnerships — not for service agreements. A plain-paper contract with signatures is valid. However, some states (notably Maharashtra and Rajasthan) may require nominal stamp duty for service agreements above a certain threshold. Check your state's rules if in doubt.

What is the IP transfer clause? Why does it matter?

The intellectual property clause determines who owns the work you create. "On full payment" (recommended for most) means your client only owns the final deliverables once they've paid you completely — if they short-pay, you still own the IP. "Work-for-hire" means the client owns the work from day one, regardless of payment. Always use "on full payment" unless you have a specific reason not to. It is your main leverage if a client disputes payment.

Should I include a TDS clause in my contract?

Yes, and this template does. The TDS clause acknowledges that the client will deduct TDS under Section 194J (10%) before paying you, and obligates them to provide Form 16A promptly. This protects you because (1) you know the gross amount, (2) you have a document proving the deduction, and (3) it removes disputes about whether TDS was supposed to be deducted. Without this clause, some clients try to deduct TDS from the agreed amount instead of treating it as a deduction over the total.

What is the confidentiality (NDA) clause?

The NDA clause prevents both parties from sharing each other's confidential business information with third parties for 2 years. This protects the client's business secrets AND your pricing, methods, and client list. Most clients will expect a mutual NDA. If your client handles sensitive data (fintech, healthtech, government), they may have their own stronger NDA they want you to sign in addition to this.

What payment schedule should I pick?

For projects under 2 weeks: "100% on completion" is fine if you trust the client; otherwise 50/50. For projects 2-8 weeks: "50/50" is standard — 50% upfront protects you from starting without commitment, and the client is protected because you have to deliver to get the second 50%. For larger projects (2+ months): "30/40/30" spreads risk for both parties. Never start work without at least an upfront payment unless it is an existing trusted client.

Can I use this contract for international clients?

The template is designed for Indian jurisdiction and INR payments. For international clients, you would need to: (1) change the currency, (2) update the governing law clause (typically the client's country or a neutral jurisdiction like Singapore), (3) remove the TDS clause (TDS does not apply to foreign clients), and (4) add an FEMA compliance clause if the amount exceeds $250K/year. For small international gigs, this template works as-is if the client agrees to Indian jurisdiction.