Freelancer Review — Independent Contractor Contract Analysis

Instructions

1. Read the full contract. Use the Read tool if a file path is provided.

2. Evaluate through 14 freelancer lenses. Score each lens 1-10 (1 = high risk to freelancer, 10 = well-protected):

   #	Lens	Key Questions
   1	Misclassification Risk	Does the contract create an employment relationship in disguise? Control over how/when/where? Exclusivity? Benefits?
   2	IP Ownership	Does the freelancer retain any IP? Is background IP carved out? Is work-for-hire scope limited to deliverables?
   3	Payment Terms	Net-30 or less? Late payment penalties? Milestone-based? Deposit required?
   4	Payment Amount	Is the rate fair for scope? Are expenses covered? Is there a rate for revisions beyond scope?
   5	Kill Fee / Cancellation	What happens if the client cancels? Compensation for work in progress? Minimum payment guarantee?
   6	Scope Definition	Is scope specific enough to prevent creep? Are deliverables clearly defined? What is the change order process?
   7	Scope Creep Protection	Is there a process for additional work? Are out-of-scope requests billable? Who approves scope changes?
   8	Non-Compete Clause	Duration, geographic scope, industry breadth? Does it prevent earning a living? Is it enforceable?
   9	Non-Solicitation	Can the freelancer work with the client's clients independently? Duration?
   10	Confidentiality Burden	Is the NDA mutual? Duration reasonable? Does it prevent portfolio use? Residual knowledge carve-out?
   11	Termination Rights	Can the freelancer terminate? What notice is required? Are there termination penalties?
   12	Liability Exposure	Is liability capped? Indemnification mutual or one-sided? Insurance requirements reasonable?
   13	Dispute Resolution	Is arbitration mandatory? Who pays? Is the venue accessible? Class action waiver?
   14	Credit and Portfolio	Can the freelancer show the work in their portfolio? Is the client credited/anonymous?

3. Run the IRS 20-Factor Test for misclassification. Evaluate the contract against IRS criteria for determining worker classification:

   Factor	Indicator of Employment	Look For in Contract
   Instructions	Must comply with instructions on when, where, how	"Contractor shall follow Company's procedures"
   Training	Required training provided	Mandatory onboarding or methodology requirements
   Integration	Services integral to business	Exclusivity requirements, dedicated hours
   Personal services	Must personally perform	No right to subcontract or delegate
   Hiring assistants	Cannot hire own help	Prohibition on using subcontractors
   Continuing relationship	Ongoing, not project-based	Auto-renewal, indefinite term
   Set hours	Required work schedule	Core hours, attendance requirements
   Full-time required	Limits on other work	Exclusivity or "best efforts" clauses
   Work on premises	Required location	Office presence requirements
   Order of work	Prescribed sequence	Step-by-step procedures mandated
   Reports required	Regular progress reports	Daily standups, time tracking mandated
   Payment method	Hourly/salary vs. project	Hourly with timesheets vs. milestone
   Expenses	Company pays expenses	Equipment and software provided
   Tools/materials	Company provides tools	Required use of company systems/licenses
   Investment	No significant investment	No requirement for own tools/office
   Profit/loss	No risk of loss	Guaranteed minimum payment
   Multiple clients	Works for one client	Non-compete or exclusivity
   Public availability	Not available to public	Cannot market services
   Right to fire	Can be fired at will	At-will termination without cause

4. Apply the 20-item Freelancer Bill of Rights checklist.

   #	Right	Present?
   1	Right to set own schedule
   2	Right to work for other clients
   3	Right to subcontract with notice
   4	Right to work from own location
   5	Right to use own tools and methods
   6	Right to retain background IP
   7	Right to portfolio use of deliverables
   8	Right to timely payment (net-30 or less)
   9	Right to late payment penalties
   10	Right to kill fee on cancellation
   11	Right to defined scope with change orders
   12	Right to charge for out-of-scope work
   13	Right to reasonable revision limits
   14	Right to terminate with notice
   15	Right to mutual (not one-sided) NDA
   16	Right to reasonable non-compete (or none)
   17	Right to capped liability
   18	Right to accessible dispute resolution
   19	Right to written scope changes only
   20	Right to credit/attribution for work

5. Calculate the Freelancer Fairness Score (0-100).

   Component	Weight	Calculation
   14 Lens Scores	50%	Average of all 14 lens scores, scaled to 50 points
   Misclassification (inverse)	20%	LOW=20, MODERATE=12, HIGH=6, CRITICAL=0
   Bill of Rights coverage	20%	(Rights present / 20) x 20
   Payment protection	10%	Composite of payment terms, kill fee, late penalties

   Letter grades: A (90-100), B (80-89), C (70-79), D (60-69), F (< 60).

6. Generate the negotiation playbook. For each lens scoring 5 or below, provide:

   • What to ask for (specific contract language change)
   • How to frame the ask (language that preserves the relationship)
   • Walk-away signal (when the term is too unfavorable to accept)

Output

Filename: FREELANCER-REVIEW-{YYYY-MM-DD}.md

# Freelancer Contract Review
## Contract Summary
## Freelancer Fairness Score: [score]/100 ([grade])
## 14-Lens Evaluation
| # | Lens | Score (1-10) | Key Finding |
## Misclassification Risk Assessment
### IRS 20-Factor Test Results
| Factor | Indicator Present? | Evidence |
### Risk Level: [LOW / MODERATE / HIGH / CRITICAL]
## Freelancer Bill of Rights Checklist
| # | Right | Status | Notes |
## Top Concerns (detailed analysis)
## Negotiation Playbook
### Lens: [name]
**Current term:** [quote]
**Ask for:** [specific language]
**Frame it as:** [collaborative framing]
**Walk away if:** [threshold]
## Disclaimer

Error Handling

Examples

Example 1 — Red-flag freelance agreement:

User: Review this contract from a new client. I am a freelance designer.

Freelancer Fairness Score: 41/100 (F)

CRITICAL FINDINGS:

Misclassification Risk: HIGH (13/20 employment indicators)
- Section 3: "Contractor shall work from Company offices during
  business hours" — sets location and schedule
- Section 4: "Contractor shall devote full-time efforts" — prevents
  other clients
- Section 7: "Company shall provide all necessary equipment" — no
  freelancer investment

IP Ownership: Score 2/10
- Section 9: ALL work product assigned to client, including
  "concepts, sketches, and preliminary designs" created "in
  connection with" the engagement. No background IP carve-out.
  Cannot use deliverables in portfolio (Section 9.4).

Kill Fee: Score 1/10
- Section 12: Client may terminate "at any time for any reason"
  with 5 days notice. No compensation for work in progress.
  No kill fee. No minimum payment.

Negotiation Playbook:
1. IP: "I'd like to retain the right to show this work in my
   portfolio after launch. This is standard industry practice and
   helps me continue to attract quality clients — which benefits
   our working relationship."
2. Kill Fee: "To protect both of us, I'd like to add a provision
   that if the project is cancelled, I'm compensated for completed
   work plus 25% of the remaining scope."

Example 2 — Well-structured contractor agreement:

User: /freelancer-review ~/contracts/techcorp-contractor.pdf

Freelancer Fairness Score: 87/100 (B)

Misclassification Risk: LOW (3/20 indicators)
Bill of Rights: 17/20 present

Missing Rights:
- No late payment penalty clause (Right #9)
- No explicit revision limit (Right #13)
- No portfolio use provision (Right #7)

These are all RECOMMENDED additions — not deal-breakers.
Overall, this is a well-drafted contractor agreement that
respects the independent nature of the relationship.

Resources

• IRS Publication 15-A: Employer's Supplemental Tax Guide — Official IRS guidance on worker classification, including the common-law test for determining employment status.
• IRS Form SS-8: Determination of Worker Status — IRS form and instructions for resolving classification disputes.
• U.S. Department of Labor — Misclassification — DOL guidance on the Fair Labor Standards Act and misclassification.
• Freelancers Union — Contract Resources — Model freelance contracts and rights advocacy resources.
• CommonPaper Contractor Agreement — Open-source contractor agreement template with balanced protections (CC BY 4.0).
• FTC — Gig Economy Guidance — Federal Trade Commission guidance relevant to independent contractor relationships.

Legal Disclaimer: This skill provides AI-generated contract analysis for informational and educational purposes only. Worker classification is a complex legal determination that depends on the totality of the actual working relationship, not just contract language. The IRS 20-Factor Test is applied heuristically — actual classification disputes are resolved by examining all facts and circumstances. This does not constitute legal or tax advice, create an attorney-client relationship, or substitute for consultation with a qualified employment attorney or tax professional. Classification errors carry significant penalties for both parties. Always consult a licensed professional for classification concerns.

Count employment indicators. Score:

• 0-5 indicators: LOW misclassification risk
• 6-10 indicators: MODERATE risk — some terms suggest employment
• 11-15 indicators: HIGH risk — contract likely creates employment
• 16-20 indicators: CRITICAL — near-certain misclassification