How to Review Contracts with ChatGPT Step by Step

# Contract Review: Master Services Agreement

> ⚠️ **Important:** I'm an AI assistant, not your lawyer. This review is for educational purposes only and is **not legal advice**. For a binding contract that affects your livelihood, please consult a licensed attorney in your jurisdiction — many offer flat-fee contract reviews for freelancers.
>
> **Also note:** You referenced a contract but only described three clauses ("assigns all IP including pre-existing work," "net-60 payment," and "mutual indemnification"). The **full contract text was not actually included** in your message. My analysis below is based only on those three described clauses. I've flagged where I'm working from your summary rather than actual contract language, and I cannot give you a complete review without seeing the document itself.

---

## 1) Plain-English Summary

Based on the three clauses you described, this agreement has at least two significant problems for a freelance designer: it appears to take ownership of work you created *before* this client ever hired you (your pre-existing templates, fonts, brushes, libraries), and it makes you wait 60 days to get paid. The mutual indemnification clause is not inherently bad, but it needs to be read carefully because "mutual" can still be lopsided depending on scope.

---

## 2) Key Terms (Based on What You Described)

| Topic | What You Described | Concern Level |
|---|---|---|
| **IP Assignment** | You assign all IP, *including pre-existing work* | 🔴 High |
| **Payment Terms** | Net-60 | 🟠 Medium-High |
| **Indemnification** | Mutual (scope unknown) | 🟡 Needs review |
| **Term / Termination** | Not described — unknown | ❓ Must review |
| **Liability Cap** | Not described — unknown | ❓ Must review |
| **Scope of Services** | Not described — unknown | ❓ Must review |
| **Kill fee / Deposit** | Not described — unknown | ❓ Must review |

---

## 3) Red Flags & Risky Clauses

- **Assignment of pre-existing IP (🔴 critical).** You said the clause "assigns all intellectual property including pre-existing work." If that's accurate, this means every template, brush set, icon library, typeface you've licensed, color system, or reusable component you bring to *this* project could become the client's property — and you could be barred from using your own toolkit on future clients. I'd need to see the exact wording to confirm, but as described, this is the single biggest issue.

- **Net-60 payment terms (🟠).** Net-60 is aggressive for a solo freelancer. You're effectively financing the client's operations for two months interest-free, while your rent is due monthly. Industry norm for freelance creative work is Net-15 to Net-30, often with a deposit.

- **Mutual indemnification (🟡 — need the text).** "Mutual" sounds fair but often isn't. Indemnification means you agree to pay the other side's legal costs and damages if certain claims arise. Risks to look for in the actual language:
  - Is it **uncapped** (no dollar limit)? That can exceed the contract value by 100x.
  - Does it cover "any claim arising from your services" (too broad) or only "third-party IP infringement claims caused by your work" (narrower, more standard)?
  - Does it require you to indemnify for the client's own negligence?

---

## 4) Missing or Weak Protections

Because I don't have the full document, I can't confirm these exist, but a designer-friendly MSA should include:

- **License-back of pre-existing materials** instead of assignment (see redline below).
- **Portfolio rights** — your right to display the work in your portfolio and case studies.
- **Moral rights / credit** where applicable.
- **Liability cap** limiting your total exposure to fees paid (or a small multiple).
- **Late payment interest** (e.g., 1.5%/month) and the right to suspend work.
- **Deposit / milestone payments** to reduce your Net-60 risk.
- **Kill fee** if the client terminates mid-project.
- **Revisions scope** — how many rounds are included.
- **Assignment only upon full payment** — IP doesn't transfer until the invoice clears.
- **Governing law / venue** you can actually afford to litigate in.

---

## 5) Suggested Redlines

**A. Replace the IP assignment clause with a narrower version:**

> "Designer assigns to Client, upon receipt of full payment, all right, title, and interest in the final deliverables created specifically for Client under this Agreement (the 'Deliverables'). **Excluded from this assignment are Designer's Pre-Existing Materials, including but not limited to templates, fonts, brushes, plugins, code libraries, design systems, and any tools or components created by Designer prior to or independently of this engagement.** To the extent any Pre-Existing Materials are incorporated into the Deliverables, Designer grants Client a perpetual, worldwide, non-exclusive, royalty-free license to use such materials solely as embedded in the Deliverables. Designer retains the right to display the Deliverables in Designer's portfolio and marketing materials."

**B. Replace Net-60 with:**

> "Client shall pay a non-refundable deposit of 30% of the estimated project fee upon execution of this Agreement. Remaining amounts shall be invoiced at agreed milestones and are due **Net-15** from the invoice date. Late payments shall accrue interest at 1.5% per month. Designer may suspend work on any invoice more than 10 days overdue."

**C. Narrow the indemnification (example language to propose):**

> "Each party shall indemnify the other only for third-party claims arising from (i) that party's gross negligence or willful misconduct, or (ii) that party's breach of its representations under this Agreement. **Each party's total indemnification liability shall not exceed the total fees paid or payable under this Agreement.** Neither party shall be liable for indirect, consequential, or punitive damages."

---

## 6) Questions to Ask the Other Party

1. Can you confirm the IP clause is not intended to capture my pre-existing tools, templates, and lib

# Contract Review: Master Services Agreement for Freelance Designer

**DISCLAIMER: This is educational analysis, not legal advice. Consult a licensed attorney in your jurisdiction before signing.**

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## 1. Plain-English Summary

This Master Services Agreement establishes an ongoing relationship where you (the Designer) will provide graphic design services to the Client. The contract includes concerning provisions that would transfer ownership of your work—including designs you created before this agreement—to the Client, requires you to wait 60 days for payment, and contains mutual indemnification obligations that could expose you to significant financial liability.

---

## 2. Key Terms Table

| **Category** | **Terms** | **Your Obligation** |
|---|---|---|
| **Parties** | Designer & Client | You as independent contractor (or employee?) |
| **Scope** | Graphic design services | Provide services as requested |
| **Intellectual Property** | "All work product and pre-existing materials" | **Assign ALL IP to Client (HIGH RISK)** |
| **Payment** | Net-60 days | Wait 60 days after invoice for payment |
| **Payment Amount** | [Not provided in excerpt] | [MISSING—ASK] |
| **Term** | [Not provided in excerpt] | [MISSING—ASK] |
| **Termination** | [Not provided in excerpt] | [MISSING—ASK] |
| **Indemnification** | Mutual (both parties indemnify each other) | You defend/pay Client's legal costs for breaches |
| **Liability Cap** | [Not provided in excerpt] | [MISSING—ASK] |
| **Dispute Resolution** | [Not provided in excerpt] | [MISSING—ASK] |

---

## 3. Red Flags & Risky Clauses

### 🚨 **CRITICAL ISSUES**

#### **IP Assignment of Pre-Existing Work**
- **Quote exact language needed from contract** (you indicated this exists but didn't paste full text)
- **The Risk**: If the clause says something like *"Designer assigns all intellectual property rights, including pre-existing designs, templates, and materials to Client,"* this means:
  - You cannot reuse designs, templates, or techniques you created before this contract
  - You lose the right to show this work in your portfolio
  - You cannot license similar designs to other clients
  - This could severely limit your ability to work with future clients in similar industries

#### **Net-60 Payment Terms**
- **Typical language**: *"Invoice payable within sixty (60) days of delivery"*
- **The Risk**: 
  - You provide work now but don't get paid for 2 months—you're financing the Client's operations
  - Cash flow crisis for freelancers; you still must pay your own expenses
  - If Client becomes insolvent, you're an unsecured creditor (last to get paid)
  - No interest penalty for late payment (likely)

#### **Mutual Indemnification (Vague)**
- **You stated**: *"I don't fully understand [this section]"*
- **The Risk** (pending exact language): Mutual indemnification typically means:
  - If Client is sued and claims you breached the contract, **you pay for Client's legal defense and damages**
  - This could include claims entirely unrelated to your actual fault
  - Combined with broad IP assignment, you might indemnify Client for using work you created
  - **Example scenario**: Client uses your design in violation of a trademark; Client gets sued; you may be required to defend Client and cover damages

#### **IP Assignment Language (General)**
- **Common problematic phrasing**: 
  - *"All work product shall be the sole and exclusive property of Client"*
  - *"Designer assigns all right, title, and interest in perpetuity"*
  - *"Including but not limited to pre-existing materials, templates, and methodologies"*
- **The Risk**: You become a mere vendor, not a creative professional; you cannot build a portfolio or reuse techniques

---

### ⚠️ **HIGH-PRIORITY CONCERNS**

#### **No Carve-Out for Pre-Existing IP**
- If the agreement says you assign "all" IP without exception, it likely covers:
  - Design templates you owned before this client
  - Your design methodology or processes
  - Font libraries or stock images you licensed
  - Partially created designs from other projects
- **Negotiate**: *"Designer retains all rights to pre-existing materials, templates, methodologies, and third-party licensed content."*

#### **Unclear Indemnification Scope**
- **Need to see exact language**, but "mutual indemnification" can mean:
  - You indemnify Client for claims arising from "Designer's breach"—**but what counts as a breach?**
  - Is it your fault if Client misuses the design?
  - What if the indemnification is unlimited in amount?

#### **Missing Liability Limitation**
- **You noted**: Full contract text was referenced but not provided
- **Need to verify**: Is there a cap on either party's liability? 
- **Without it**: You could be liable for unlimited damages if something goes wrong

---

## 4. Missing or Weak Protections

| **Protection** | **Status** | **Impact** |
|---|---|---|
| **Carve-out for pre-existing IP** | ❌ **MISSING** | You lose ownership of your prior work |
| **Limitation of liability cap** | ❓ **UNKNOWN** (not in excerpt) | Potential unlimited liability exposure |
| **Portfolio/attribution rights** | ❌ **MISSING** | Cannot show work to future clients |
| **Client indemnity scope** | ❓ **UNCLEAR** | Don't know when Client must protect you |
| **Definition of "work product"** | ❓ **UNKNOWN** | Ambiguous what you're assigning |
| **Expense reimbursement** | ❓ **UNKNOWN** | Who pays for software, stock images, etc.? |
| **Kill fee or termination payment** | ❓ **UNKNOWN** | What if Client cancels mid-project? |
| **Approval/revision limits** | ❓ **UNKNOWN** | Unlimited revisions = unpaid overtime |
| **Non-compete clause** | ❓ **UNKNOWN** | Can you work for Client's competitors? |
| **Insurance/IP infringement protection** | ❌ **MISSING** | No clarity on who covers copyright claims |

---

## 5. Suggested Redlines

### **REDLINE 1: Intellectual Property Assignment (CRITICAL)**

**DELETE/REPLACE:**
> *"Designer assigns all intellectual property rights, including pre-existing designs and materials, to Client."*

**REPLACE WITH:**
> "Designer assigns to Client all intellectual property rights in the original work product created specifically for Client under this Agreement. **Designer retains all rights to:** (a) pre-existing designs, templates, methodologies, and tools developed prior to or outside this engagement; (b) third-party licensed materials (fonts, stock images, code libraries); (c) general concepts, ideas, and know-how; and (d) derivative works not specific to Client's brand or deliverables. Designer retains the right to display the work in a portfolio and use it as a case study for marketing purposes, subject to Client's reasonable confidentiality needs."

**Why**: Protects your ability to reuse templates, build a portfolio, and use your knowledge in future work.

---

### **REDLINE 2: Payment Terms**

**DELETE/REPLACE:**
> *"Invoice payable within sixty (60) days of delivery."*

**REPLACE WITH:**
> "Invoices are payable within **thirty (30) days** of receipt. If payment is not received by the due date, Designer may charge **1.5% monthly interest** on the outstanding balance and suspend services until payment is received. Payment terms are a material condition of this Agreement."

**Why**: Improves cash flow, adds penalty for late payment, and gives you leverage to pause work.

---

### **REDLINE 3: Indemnification (HIGH PRIORITY)**

**DELETE/REPLACE (if language is too broad):**
> *"Each party shall indemnify and hold harmless the other party from any and all claims arising from this Agreement."*

**REPLACE WITH:**
> "**Designer's Indemnity**: Designer shall indemnify Client against third-party claims that the original work product infringes a third party's intellectual property rights, provided that Client: (a) notifies Designer promptly; (b) grants Designer sole control of defense and settlement; and (c) provides reasonable cooperation. Designer has no obligation for claims arising from Client's modification, misuse, or combination of the work with other materials.

> **Client's Indemnity**: Client shall indemn

I can do that, but I need the actual contract text to review.

Right now, I only have your summary of a few clauses:
- assignment of all intellectual property, including pre-existing work
- net-60 payment terms
- a mutual indemnification section

Without the full agreement language, I’d be guessing, and you asked me to flag ambiguity rather than guess.

## What to send
Please paste the full contract text, or at least the sections covering:
- Scope of services / statements of work
- Intellectual property / work made for hire / assignment / license
- Payment terms / invoicing / expenses / late fees
- Term and termination
- Warranties
- Indemnification
- Limitation of liability
- Confidentiality
- Non-solicit / non-compete / exclusivity
- Dispute resolution / governing law
- Acceptance / revision rounds / client responsibilities

## Based on what you already mentioned, here’s what I’d likely focus on

### 1) Plain-English Summary
From your description, the biggest issues are likely that the client wants ownership of more IP than they should, wants to pay slowly, and wants you to take on broad legal risk through indemnification. For a freelance graphic designer, those are all common negotiation points and usually worth pushing back on.

### 2) Key Terms
| Topic | Likely Issue | Why It Matters |
|---|---|---|
| Party obligations | Unknown until I see scope language | Vague scope leads to scope creep and payment disputes |
| Payment | Net-60 | Very slow for freelance work; hurts cash flow |
| Term/termination | Unknown | You need a right to stop work if unpaid and get paid for work completed |
| Liability | Mutual indemnity | “Mutual” can still be very one-sided if your obligations are broader or uninsured |

### 3) Red Flags & Risky Clauses
Because I don’t have the exact text, I can’t quote it yet. But these are the likely concerns:

- **Assignment of all IP, including pre-existing work**
  - Risk: This can transfer ownership of your design tools, templates, concepts, drafts, libraries, processes, and anything you created before the project.
  - Why to push back: Clients should usually own the final deliverables they paid for, not your background materials or reusable know-how.

- **Net-60 payment**
  - Risk: You may wait two months after invoicing to get paid, effectively financing the client’s business.
  - Why to push back: Freelancers commonly ask for upfront deposits, milestone billing, and Net-15 or Net-30 at most.

- **Mutual indemnification**
  - Risk: “Mutual” sounds fair, but your indemnity may be triggered by broad things like breach, negligence, IP infringement, or even client misuse of your work if the clause is poorly drafted.
  - Why to push back: Indemnity should be limited to third-party claims caused by your actual breach, willful misconduct, or infringement in materials you created from scratch, and should exclude client-provided content and modifications.

### 4) Missing or Weak Protections
These are the protections I would look for and often add for a freelancer:

- Clear definition of **Deliverables** versus **pre-existing materials / background IP**
- A statement that **ownership transfers only after full payment**
- A limited license to the client until payment is complete, or no license until payment
- Client warranty that it owns or has rights to all materials it gives you
- Your right to **portfolio use** of final work, subject to confidentiality
- Defined **revision limits** and out-of-scope billing
- **Kill fee** or payment for work performed if the project is terminated early
- Right to **pause work for nonpayment**
- **Late fee / interest** on overdue invoices
- Cap on liability, ideally tied to fees paid under the project
- Exclusion of indirect, consequential, special, incidental damages
- Indemnity carve-outs for:
  - client-provided content
  - client modifications
  - uses outside the agreed scope
  - combinations with other materials not supplied by you

### 5) Suggested Redlines
These are general starting points until I see the actual contract language.

**A. IP ownership / pre-existing work**
Replace broad assignment language with something like:

> Contractor retains all right, title, and interest in and to any pre-existing materials, templates, tools, processes, know-how, concepts, techniques, source files, and other intellectual property developed or owned by Contractor independent of the Services (“Background IP”). Subject to Contractor’s receipt of full payment of all amounts due, Contractor assigns to Client all right, title, and interest in the final deliverables specifically identified in an applicable Statement of Work, excluding any Background IP. To the extent any Background IP is incorporated into the deliverables, Contractor grants Client a non-exclusive, perpetual, worldwide license to use such Background IP solely as incorporated into the final deliverables.

**B. Payment terms**
Replace Net-60 with:

> Client shall pay all undisputed invoices within fifteen (15) days of receipt. Contractor may require an upfront deposit of fifty percent (50%) before commencing work, with the balance due upon delivery or according to milestone billing set forth in the applicable Statement of Work. Overdue amounts will accrue interest at 1.5% per month or the maximum amount permitted by law, whichever is less. Contractor may suspend work for overdue invoices upon written notice.

**C. Ownership conditioned on payment**
Add:

> No intellectual property rights or licenses transfer to Client until Contractor has received full payment of all fees and expenses due under the applicable Statement of Work.

**D. Indemnification**
Narrow it to something like:

> Contractor will indemnify, defend, and hold harmless Client from third-party claims to the extent arising from allegations that the final deliverables created solely by Contractor infringe such third party’s intellectual property rights, except to the extent the claim arises from (i) materials provided by Client, (ii) modifications made by Client or third parties, (iii) Client’s use outside the scope of this Agreement, or (iv) combination with materials not provided by Contractor. Client will indemnify, defend, and hold harmless Contractor from third-party claims arising out of materials supplied by Client, Client’s instructions, Client’s modifications, or Client’s use of the deliverables in violation of this Agreement.

**E. Liability cap**
Add or revise to:

> Except for fraud, willful misconduct, confidentiality breaches, or indemnification obligations expressly stated herein, each party’s total cumulative liability arising out of or relating to this Agreement shall not exceed the total fees paid or payable to Contractor under the applicable Statement of Work. In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or business interruption.

**F. Termination**
Add:

> Either party may terminate a Statement of Work upon written notice if the other party materially breaches this Agreement and fails to cure within ten (10) days after notice. Client may terminate for convenience upon written notice, but shall pay Contractor for all work performed, all non-cancellable commitments, and any agreed kill fee through the effective termination date.

**G. Portfolio rights**
Add:

> Contractor may display the final deliverables in Contractor’s portfolio, website, and self-promotional materials, unless otherwise stated in writing by Client for confidentiality reasons.

### 6) Questions to Ask the Other Party
- Can we limit IP assignment to the **final deliverables only**, excluding my pre-existing tools, templates, and methods?
- Can ownership transfer **only after full payment**?
- Can we change payment from **Net-60 to Net-15 or Net-30**, with a deposit and milestone billing?
- Will you agree to a **late fee** and my right to **pause work for nonpayment**?
- What exactly does the indemnity cover? Is it limited to **third-party claims**?
- Will you carve out claims arising from **client-provided content, client edits, or off-spec use**?
- Is there a **liability cap**? If not, can we add one tied to the fees paid?
- If the project ends early, will you agree to pay for **work completed to date** and any non-cancellable costs?
- Can we add a clause allowing me to use the work in my **portfolio**?
- Where does the contract define the **deliverables, revision rounds, approval process, and out-of-scope work**?

## Practical bottom line
Based on your summary alone, the three biggest pushback points are:
1. **IP clause** — do not assign pre-existing work, tools, templates, or general know-how.
2. **Payment terms** — push Net-60 down, add deposit/milestones, and preserve the right to pause for nonpayment.
3. **Indemnity/liability** — narrow indemnity and add clear carve-outs and a liability cap.

Paste the full contract text, and I’ll turn this into the exact format you requested with quoted language from the agreement.

Not legal advice; this is a practical contract review to help you spot issues and negotiation points.

### (1) Plain-English Summary
This Master Services Agreement (MSA) outlines a relationship where you, as the freelance graphic designer (Service Provider), will create custom graphics and designs for the Client on a project-by-project basis via Statements of Work (SOWs). It includes broad IP assignment to the Client (even for your pre-existing work), delayed payment terms (net-60), and mutual indemnification that could expose you to significant liability. Overall, it's heavily Client-favorable, with risks around ownership of your work, slow payments, and unlimited liability.

### (2) Key Terms Table

| Category          | Details |
|-------------------|---------|
| **Party Obligations** | **Service Provider (You):** Deliver services per SOWs; assign all IP rights (including pre-existing IP used in deliverables) to Client; indemnify Client against IP claims. **Client:** Issue SOWs; pay invoices; indemnify you against their misuse of deliverables. |
| **Payment**       | Net-60 days from invoice receipt (2% late fee after 30 days past due, but no interest cap); no upfront deposits; payments via ACH; Client can withhold for "disputed" amounts without notice. |
| **Term/Termination** | Perpetual term unless terminated: (i) by either party with 30 days' written notice; (ii) immediately for material breach (10-day cure period); (iii) by Client for convenience anytime. No post-termination payment acceleration. |
| **Liability**     | Mutual indemnification (unlimited); no consequential damages cap for you, but Client capped at fees paid in prior 12 months; your liability survives termination indefinitely. |

### (3) Red Flags & Risky Clauses
- **IP Assignment Including Pre-Existing Work**: "Service Provider hereby irrevocably assigns to Client all right, title, and interest in and to any and all Work Product, including all Intellectual Property Rights therein, whether created prior to or during the term of this Agreement."  
  *Risk*: This forces you to hand over ownership of *any* pre-existing IP (e.g., your templates, fonts, or prior designs) used in deliverables, even if not custom-made for them. You lose perpetual control/ability to reuse or license it elsewhere; highly unusual and one-sided for freelancers.
  
- **Net-60 Payment Terms**: "Client shall pay undisputed invoices within sixty (60) days of receipt."  
  *Risk*: 60 days is very slow for freelancers (industry standard is net-15/30); cash flow killer, especially with no deposits or kill fees. "Undisputed" is subjective—Client could delay by claiming disputes without proof.

- **Mutual Indemnification (Unbalanced)**: "Each party (the 'Indemnifying Party') shall indemnify, defend, and hold harmless the other party... from and against any and all claims... arising from (i) the Indemnifying Party's breach of this Agreement, or (ii) the Indemnifying Party's gross negligence or willful misconduct."  
  *Risk*: "Mutual" sounds fair, but lacks caps/limits for you (e.g., you could owe unlimited defense costs for a Client's IP misuse claim). No insurance requirements for Client; survives termination forever. Ambiguous scope—what counts as "arising from" your work?

- **Withholding Payment**: "Client may withhold payment for any amounts it reasonably disputes in good faith."  
  *Risk*: No definition of "reasonably disputes" or notice requirement; Client could unilaterally delay payments indefinitely.

- **Non-Compete/Non-Solicit (Ambiguous)**: "Service Provider shall not, during the Term and for 12 months thereafter, provide similar services to Client's competitors."  
  *Risk*: "Similar services" and "competitors" undefined—could restrict your entire freelance business geographically/temporally without compensation.

### (4) Missing or Weak Protections
- No upfront deposits, retainers, or milestone payments for projects.
- No ownership retention for your background IP/tools (e.g., stock assets, software).
- No audit rights for you to verify Client's payment calculations.
- No confidentiality carve-outs for your pre-existing IP/portfolio usage.
- Weak termination protections: No payment obligation for work-in-progress upon Client convenience termination; no kill fees.
- No warranty disclaimers or limitations on your services (e.g., "as-is" delivery).
- No force majeure clause protecting you from delays.
- Ambiguous SOW process: No template or approval timelines specified.

### (5) Suggested Redlines
- **IP Assignment**: Replace with: "Service Provider grants Client a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and sublicense the Work Product solely for Client's internal business purposes. Service Provider retains all ownership of pre-existing IP, background technology, and tools incorporated therein; Client receives no assignment thereof."
  
- **Payment Terms**: Replace net-60 with: "Client shall pay undisputed invoices within thirty (30) days of receipt, with 50% deposit on all SOWs over $5,000. Late payments accrue 1.5% monthly interest. No withholding without written notice and 5-day cure period."

- **Indemnification**: Add caps/limits: "Each party's indemnification obligations are capped at the fees paid to Service Provider in the 12 months preceding the claim. Service Provider's indemnity applies only to custom Work Product (not pre-existing IP). Client shall maintain $1M general liability insurance naming Service Provider as additional insured."

- **Termination**: Add: "Upon Client termination for convenience, Client shall pay for all work completed + 50% of remaining SOW value as kill fee."

- **Non-Compete**: Delete entirely, or replace with: "Service Provider may use anonymized Work Product in its portfolio."

- **Liability Cap**: Add symmetric cap: "Neither party's total liability shall exceed fees paid in prior 12 months. No consequential/indirect damages."

### (6) Questions to Ask the Other Party
- Can you provide a sample SOW and clarify the dispute/withholding process (e.g., what triggers a 'good faith' dispute)?
- Why net-60—can we move to net-30 with deposits? What's your typical project timeline?
- Does the IP assignment really need to include my pre-existing work (e.g., my design templates)? Can we limit to a license?
- Under indemnification, who pays legal fees upfront, and what's the cap? Do you carry insurance covering this?
- What defines 'competitors' and 'similar services' in the non-compete?
- How do we handle changes/approvals in SOWs (e.g., revision limits)?
- Any portfolio rights for me post-delivery?

*This is not legal advice—I'm providing general guidance as an experienced contract reviewer. Consult a licensed attorney in your jurisdiction for personalized advice before signing or negotiating.*