You landed the client. You agreed on the rate. Now there's a contract in your inbox written in legalese, and you're not sure if signing it as-is protects you or ties you in knots.
Contracts aren't just formalities. They're the difference between getting paid for scope changes and working for free. Between owning your work and handing over IP without a license. Between a clean working relationship and a messy email chain that ends with "I thought you said..." For Filipino freelancers working with US clients, there are specific clauses and protections you need to watch for. Here's what every contract should have and what to push back on.
TL;DR: The six things every US client contract needs — scope of work, payment terms, IP ownership, termination, governing law, and dispute resolution. Don't sign without checking all six. And if there's no contract at all? That's the biggest red flag of all — get something in writing before you start.
A surprising number of Filipino freelancers work without a written agreement, especially when starting out. The client seems nice, the project is small, and you don't want to seem difficult. But here's what happens without a contract:
A contract protects both of you. It's not about mistrust — it's about alignment. When everything is written down, both sides know exactly what to expect.
Whether the client sends their own agreement or you provide one, these six sections need to be clear. If any of them is missing, ask for it before signing.
This is the most important clause and the one most freelancers rush through. The SOW defines exactly what you will deliver: the specific outputs, the timeline, the number of revisions included, and what's explicitly not included.
A good SOW answers these questions:
Pro tip: The more specific your SOW, the easier it is to charge for scope changes. When a client asks for something extra, you point to the contract: "This falls outside the scope we agreed on. Happy to do it at my standard rate of $X/hr." Without a defined scope, you have nothing to push back against.
This should cover not just the amount and due date, but the full payment structure. Look for these specifics:
For new clients or large projects ($2,000+), a deposit or upfront payment is standard practice. 25–50% upfront is reasonable. If the client pushes back, offer a compromise: "I can start with 25% upfront and invoice the rest upon delivery." A client who refuses any upfront payment for a large project is a red flag.
This clause determines who owns what after you deliver the work. Most US companies will want full ownership of the deliverables — and that's usually fine, as long as it's clear that you're transferring ownership upon full payment.
What to look for:
⚠️ Red flag: "Work made for hire" clauses that claim ownership of everything you create during the engagement period, even work unrelated to the project. Push back on this — you're a contractor, not an employee. Your ownership stops at the project scope.
This says what happens if either party ends the relationship early. You want two things here:
Watch out for "termination for convenience" clauses that let the client walk away without paying for work already delivered. You deserve compensation for the hours you've already put in.
This is where the contract says which country's laws apply if there's a dispute. For Filipino freelancers with US clients, this clause matters more than most realize.
Best case: The contract is governed by Philippine law, with disputes handled in Philippine courts. This rarely happens with US clients — they'll almost always insist on their home state.
Most common: The client's state law (Delaware, New York, California, etc.). This is standard and not necessarily bad — what matters is the cost of enforcement for small claims.
What to do: If you're working on smaller projects (under $5,000), don't overthink this clause. The cost of suing across borders usually exceeds the claim amount for small projects — both sides know this, which is why good faith and communication matter more than the legal venue. For larger engagements, consider adding an arbitration clause instead (see below).
Pro tip: Many US companies accept an arbitration clause instead of litigation. Arbitration is generally cheaper and faster than court. The American Arbitration Association (AAA) handles international disputes. Propose this if the governing law clause makes you uncomfortable.
Most US clients will include a confidentiality clause. These are standard and usually fine, but check two things:
If the NDA prevents you from listing the client as a reference or showing the work in your portfolio, flag this upfront. Most clients will allow portfolio use with a reasonable review process.
Some US client contracts include non-compete clauses that say you can't work with their competitors for a period after the engagement. For freelancers, these are often problematic — your entire business is built on working with multiple clients, many of whom operate in the same industry.
If you see a non-compete clause, push back:
⚠️ Do not sign an indefinite or industry-wide non-compete. It can effectively end your freelance business if enforced. Even if unenforceable in court, the threat of litigation is stressful and expensive. Walk away from a contract that demands this.
Sometimes there's no contract at all — just a verbal agreement, an email thread, or a Slack message. This happens more often than you'd think, especially with smaller US companies.
If that's your situation, write your own simple agreement. You don't need a lawyer for a straightforward freelance contract. Here's what it needs:
Send it as a PDF with a request: "Here's a simple agreement for our work together. Let me know if this looks good, and we can both sign." Most clients appreciate the professionalism.
Pro tip: Kitakuya generates client contracts with all six required clauses — scope, payment terms, IP ownership, termination, governing law, and confidentiality. You fill in the specifics, and the contract is formatted to match what US clients expect. Both parties sign digitally, and the signed agreement is stored with audit-proof hashing.
Some contract terms are worth pushing back on — or walking away from entirely. Here are the most common red flags in US client contracts for Filipino freelancers:
Once the contract is agreed, both parties need to sign. Digital signatures are standard — DocuSign, HelloSign, or Adobe Sign are common in the US. If the client doesn't have a preference, a simple "I agree" email thread with the signed PDF attached is legally sufficient for most purposes.
Keep copies of every signed contract. Organize them by client with the contract date, renewal terms (if any), and termination notice period. When a client relationship ends, you want to know exactly what notice you need to give and what your post-termination obligations are.
Most freelancers manage contracts in a folder on their desktop — but once you have more than a handful of clients, tracking who's under NDA, which contracts auto-renew, and when each one expires becomes a real pain. This is where having a system matters.
Kitakuya generates professional client contracts that include all six essential clauses. Fill in the client details, project scope, payment terms, and your contact information — the contract auto-formats with proper clause numbering, scope definitions, IP transfer terms on full payment, and mutual confidentiality provisions. Both parties sign with a digital signature pad, and the signed document gets an audit-proof SHA-256 hash so you can verify its integrity anytime.
Contracts are stored per-client in your dashboard alongside invoices and W-8BEN forms. No hunting through email attachments, no wondering which version is the signed one. When it's time to invoice, the payment terms from the contract carry through automatically.
Free for up to 1 contract/month. No legal degree required.
Try Kitakuya free →Disclaimer: This guide is for informational purposes only and does not constitute legal advice. Contract laws vary by jurisdiction. Consult a qualified attorney for advice specific to your situation and contract.