A foreign client sends you a PDF titled "Independent Contractor Services Agreement" and says, "Sign by Friday so we can start Monday." It runs eight pages, the language is stiff, and you're tempted to scroll to the signature line. Don't. Most of the damage in remote work comes from a few clauses people never read.
This guide walks through the clauses that matter most, what each one does to you in practice, and what to ask for. It is general information, not legal advice. For a large or long contract, a lawyer who handles commercial agreements is worth paying for once.
Before the clauses: read in the right order
Don't read top to bottom like a story. Read in this order, because it tells you quickly whether the deal is safe:
- Payment (amount, currency, timing, late payment).
- Termination (who can end it, how fast, what you're paid on exit).
- Intellectual property and non-compete.
- Liability and indemnity.
- Governing law and dispute handling.
- Everything else.
Keep a notepad open. For each clause write one line: "What happens to me if this goes wrong?" If you can't answer, mark it as a question for the client.
1. Parties and status
Check that the legal name of the company is on the contract, not just a brand name. You want to know who is actually obliged to pay you. Also check how you're described: "independent contractor" means you handle your own tax, equipment and benefits. If the document calls you a contractor but then dictates fixed hours, tools and a manager's approval for everything, that mismatch is worth raising.
If you aren't sure whether you'd be hired directly or through a third party, read our guide on Employer of Record vs direct contractor first, because the paperwork and your protections differ.
2. Scope of work and deliverables
Vague scope is how a ₦-sized job turns into a never-ending one. Look for a clear description of what you'll deliver, how it's reviewed, and how many revisions are included. Phrases like "and any other tasks as assigned" deserve a pushback.
What to ask for:
- A written list of deliverables or a weekly hour range.
- A limit on revision rounds, or a rate for extra ones.
- A change process: new work needs written agreement and a new fee.
3. Fees, currency and payment timing
This is the clause that decides whether the contract is good. Look for five details: the amount, the currency, the invoice schedule, the payment terms (for example "net 30" means they have 30 days after the invoice to pay), and who pays transfer or platform fees.
Worked example (hypothetical)
Say a client offers $800 a month. The contract says you invoice at month end, payment is net 30, and the client pays by international wire. Your first payment arrives about 60 days after you start: one month of work, then 30 days of waiting. If intermediary banks deduct fees from the wire, you may receive less than $800 unless the contract says you receive the full amount.
Now compare with a version that says: invoices on the 15th and last day (semi-monthly), net 7, client covers sender-side fees. Same headline rate, much easier cash flow. You can ask for this. Our post on negotiating a remote salary in dollars covers how to raise it politely.
Also check:
- Late payment: is there a late fee or a right to pause work if an invoice is overdue? If not, ask for the right to pause after 7 or 14 days.
- Currency: if pay is stated in dollars, make sure it isn't "converted at the client's discretion".
- Expenses: data, software and coworking costs are yours unless stated.
- Payment method: make sure it's one you can actually receive in your country. Methods differ for Nigeria, Ghana and Kenya, so confirm with your bank or payment provider before signing.
4. Term and termination
Look at how each side can end the contract. A common imbalance: the client can end it "at any time without notice" while you must give 30 days. Aim for equal notice both ways, and a promise that you're paid for all work done up to the end date, including work in progress.
Also look for "termination for cause" and see how "cause" is defined. A broad definition ("any breach", "failure to meet expectations") lets a client end the deal and refuse final payment. Ask that you get written notice and a short chance to fix a problem first. Our guide to probation and notice terms goes deeper on this.
5. Intellectual property
Most clients will want to own what you create for them. That's normal. The question is when ownership transfers and what counts. Good wording says ownership passes to the client "upon full payment". Weak wording transfers everything immediately, even if they never pay you.
Watch for these traps:
- Ownership of anything you create "during the term", even personal projects done in your own time.
- No carve-out for your pre-existing tools, templates or code. Ask for a line saying you keep these, and the client gets a licence to use them inside the deliverable.
- No right to show the work in your portfolio. Ask for permission to display it, even if the client's name stays private.
6. Confidentiality and non-compete
Confidentiality is reasonable: you shouldn't share their data. Check how long it lasts and whether it has sensible exceptions, such as information that is already public.
Non-compete and non-solicitation clauses are where freelancers get stuck. A clause stopping you from working for any "competitor" for a year could shut you out of your whole niche. Ask to narrow it: a short period, a specific list of named competitors, or only during the contract. Whether such clauses can be enforced depends on the law that applies, so don't assume either way. Get advice if the clause is broad.
7. Liability and indemnity
An indemnity clause makes you promise to cover the client's losses if something goes wrong. If it's unlimited, one mistake could in theory cost far more than you earn. Look for a cap, usually tied to the fees you were paid in a set period, and exclusion of "indirect" losses such as lost profit. If the clause has no cap, ask for one. If the client refuses and the work carries real risk (finance, health data, security), that's a reason to get legal review or walk away.
8. Governing law, disputes and taxes
This clause states which country's laws apply and where disputes go. A contract governed by a foreign law, with court action in a foreign city, is very hard for an individual in Lagos, Accra or Nairobi to use. Practical alternatives to request: online mediation first, or a neutral arbitration option, with costs split.
On tax, most contractor agreements say you're responsible for your own. Treat that as true: rules on reporting foreign income vary by country, so check with your local tax authority or a qualified accountant. Don't expect the client to handle it.
9. Quick comparison: red flags and fair alternatives
| Clause | Red flag | What to ask for |
|---|---|---|
| Payment | No due date, "when funds are available" | Fixed schedule, net 7 to 15 |
| Termination | Client can leave instantly, you owe 30 days | Equal notice, pay for work done |
| IP | Transfers before payment | Transfers on full payment |
| Non-compete | Broad, 12 months or longer | Named competitors, short term |
| Liability | Unlimited indemnity | Cap tied to fees paid |
| Disputes | Foreign court only | Mediation or arbitration first |
How to ask for changes without losing the job
Keep it short and specific. Send one email with no more than five points, ordered by importance. For example: "I'm happy to move ahead. Before I sign, could we adjust three items: payment on net 7, equal notice of 14 days, and IP transfer on full payment?" Clients who run real businesses see this often. A client who reacts badly to polite, reasonable edits is showing you what the working relationship will be like.
Don't request changes to everything. Pick the clauses that affect your money, your freedom and your exposure to loss.
Common mistakes
- Signing on a verbal promise. If the client says "we'll pay weekly" but the contract says monthly, the contract wins. Get it in writing.
- Starting work before signing. You lose your leverage once you've delivered.
- Skipping the attachments. Statements of work and rate cards often hold the actual fees.
- Not saving the signed copy. Store the final version and the email thread. Pair it with a work log so you can prove what you delivered if there's a dispute.
- Signing anything that asks you to pay. Genuine clients don't ask you to pay for equipment, training or "registration" before you start. Treat that as a scam signal.
Frequently asked questions
Do I need a lawyer for every contract?
No. For a small, short engagement, careful reading and a few edits is often enough. Pay for review when the contract is long, the pay is large, or it contains unlimited liability, broad non-competes or foreign court clauses.
Is an electronic signature valid?
Many clients use e-signature tools, and these are common practice. Whether a signature is legally enforceable depends on the applicable law, so keep the signed copy and the email trail regardless.
What if the client uses a template and says it can't be changed?
Ask anyway, since an addendum or a side email confirming key terms is often possible. If nothing can change and the terms hurt you, decide whether the pay justifies the risk.
Can I sign using my business name?
You can if you have a registered business and the client agrees. Otherwise you sign personally. Check the rules where you live before registering just to sign a contract.
Your next step
Take the last contract you were sent, or the next one that arrives, and mark only five clauses: payment, termination, IP, liability and governing law. Write one question for each, send them in a single email, and wait for the answer before you sign.
Always apply through the employer's official website or verified channels. Genuine employers never ask applicants to pay for a job, training, or an interview.