Freelancer Agreement

India is now home to over 15 million active freelancers and gig workers across design, software, content, video, marketing, AI / data labelling, finance, legal and consulting — and a Freelancer Agreement is the document that decides whether a project ships, gets paid, and stays out of court. By 2026, with platforms billing in dollars, AI work product blurring authorship, and the Code on Social Security 2020 starting to bite on platform aggregators, the casual two-line WhatsApp engagement is no longer a viable contracting model. The fee is rarely where the dispute happens. Scope creep, IP ownership of AI-assisted output, kill-fee on project cancellation, GST and TDS, and post-engagement use of the work — that's where the disputes live.

The legal architecture: Indian Contract Act 1872 (offer, acceptance, consideration, free consent, Section 27 — restraint of trade), Specific Relief (Amendment) Act 2018 (injunction the default remedy for breach of confidentiality / IP), Copyright Act 1957 Section 19 (written assignment of copyright by the author / freelancer to the principal), Section 17(c) (works made for valuable consideration with the instigation of another may vest in the latter — narrow, often misread), Income-tax Act (Section 194J TDS @ 10% on professional / technical fees, Section 194-O on platform aggregator-mediated payments, Section 9 / Section 195 for non-resident freelancers), CGST Act 2017 (18% GST on services, place-of-supply rules under Section 13, export-of-services / LUT for cross-border digital work, OIDAR for B2C), Code on Social Security 2020 (gig and platform workers — registration on e-Shram, social-security contributions where notified), DPDP Act 2023 (where the freelancer processes personal data of the principal's customers / users), IT Act 2000 (Section 5 e-signature, Section 72A confidentiality of personal data), and the Indian Stamp Act + State Schedule.

We draft Freelancer Agreements end-to-end — for designers, developers, writers, video producers, AI / ML practitioners, growth marketers, consultants, fractional operators, and cross-border digital service providers — with the IP, GST, TDS, kill-fee and post-engagement architecture that survives the worst case.

What a Real Freelancer Agreement Locks Down

• Status as Independent Contractor:: Express recital of independent-contractor status, no employer-employee relationship, freelancer uses own tools, controls own hours, free to take other engagements (subject to non-conflict). Drafted with the seven-factor control test in mind so EPFO / ESIC / Income-tax / a future Code on Social Security inspector cannot reclassify the relationship.

• Scope, Deliverables, Revisions & Acceptance:: Specific deliverables (not vague 'design support'), revision rounds capped (typically 2-3), acceptance criteria, change-order mechanism — closing the single biggest dispute trigger in freelance work: scope creep.

• Fees, Milestones, Kill-Fee & Late Payment:: Milestone-linked or hourly-billed structure, advance / retainer (typically 25-50%), kill-fee on project cancellation by the principal (proportionate to work done plus margin), late-payment interest (commercially reasonable, drafted to enforceability under Section 74 ICA), MSME / Section 15 MSMED Act protection where the freelancer is a registered micro / small enterprise (with mandatory 45-day payment timelines and 3x-bank-rate interest).

• GST, TDS, Cross-Border & LUT:: 18% GST forward charge or RCM, Section 194J TDS @ 10%, Section 194-O 1% on platform-aggregator payouts, export-of-services treatment under IGST Act with LUT (no GST on cross-border) where conditions are met, FIRC / e-FIRA documentation, Section 195 + DTAA + Form 10F for non-resident freelancers, equalisation levy where applicable.

• IP Assignment, AI Output & Pre-Existing Works:: All deliverables — including AI-assisted code, prompts, datasets, fine-tunes, designs, copy and audio-visual output — assigned to the principal under Section 19 Copyright Act 1957 via a separate IP Assignment Deed; freelancer's pre-existing IP and stock library carved out and licensed (not assigned); third-party licence flow-through (fonts, stock, plug-ins, training data) declared.

• Confidentiality, DPDP & Portfolio Use:: NDA-grade confidentiality with carve-outs; DPDP Act 2023 obligations where personal data is processed; portfolio-use rights of the freelancer (case-study / showcase) drafted explicitly so it doesn't collide with confidentiality.

Non-Compete & Non-Solicit (Section 27 ICA-Compliant):
During engagement: non-conflict enforceable. Post-engagement: narrow non-solicit of the principal's customers / employees (typically 6-12 months); pure post-engagement non-compete avoided as void under Section 27.

• Termination, Survival & Dispute Resolution:: Termination for convenience with kill-fee; termination for cause (immediate); survival of confidentiality, IP, non-solicit; arbitration seat / governing law (Indian, escalation-first); for cross-border, SIAC / LCIA / ICC where commercially appropriate.

Why WhatsApp + Invoice Is Not a Contract

It misses IP assignment (so the principal does not legally own the deliverable, and the freelancer can re-sell or re-use). It is silent on GST and TDS. It misses kill-fee, so a cancelled project leaves the freelancer with nothing. It is silent on AI-output authorship — increasingly a 2026 dispute. It misses MSME protection. It cannot be enforced cross-border. It leaves the freelancer's portfolio rights ambiguous. We draft a one-page-but-complete Freelancer Agreement plus IP Assignment Deed that closes every one of these.