ClearContract
§  Contract analysis, in plain English

Nobody readspage four.

That is where they put the clause about owning your side projects. Paste any contract and get every line back in words you already use, with the parts that cost you money marked in red.

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Section 4.2  /  Intellectual propertyFreelance agreement
Contractor hereby irrevocably assigns to Company all right, title and interest in and to any and all Work Product together with all intellectual property rights therein, whether conceived within or outside the scope hereof.

They own everything you make, including side projects you build on your own time.

Risk
The markup

Twelve clauses in a standard freelance contract. Five of them cost you something.

Six of them are here. The serif is what the contract says. The line under it is what it means.

§ 4.2risk

Intellectual property

Contractor hereby irrevocably assigns to Company all right, title and interest in and to any and all Work Product together with all intellectual property rights therein, whether conceived within or outside the scope hereof.

They own everything you make, including side projects on your own time.

The phrase doing the damage is outside the scope hereof. Without it this would be a normal work-for-hire clause.

§ 7.1risk

Indemnification

Contractor shall indemnify, defend and hold harmless Company, its affiliates, officers and agents from and against any and all claims, losses, liabilities and expenses of whatever nature arising hereunder.

If anyone sues over this work, you pay the legal bills. Not them.

It runs one direction. A mutual version would say each party covers claims caused by its own conduct.

§ 8.3risk

Limitation of liability

In no event shall Company's aggregate liability exceed the lesser of fees actually paid hereunder during the preceding three (3) months or one hundred dollars ($100.00), regardless of the form of action.

The most they can ever owe you is $100. What you can owe them has no ceiling.

Watch the words the lesser of. Three months of fees sounds fair until the hundred dollar floor swallows it.

§ 11.4risk

Non-compete

For a period of twenty-four (24) months following termination, Contractor shall not engage in any business competitive with Company within any territory in which Company conducts operations.

You cannot work in your own field for two years, anywhere they operate.

No territory is named, so the limit is wherever they happen to do business. That can mean everywhere.

§ 3.1unusual

Payment terms

Company shall remit payment of undisputed invoices within ninety (90) days of receipt, provided all deliverables have been accepted by Company in its sole and absolute discretion.

You wait 90 days to get paid, and only if they decide they are happy with the work.

Sole and absolute discretion means acceptance is their opinion. Net 30 is the normal number here.

§ 14.2unusual

Arbitration

Any dispute arising hereunder shall be resolved exclusively by binding arbitration administered in Company's principal place of business, and the parties waive any right to trial by jury.

You give up your right to sue, and any dispute gets heard in their city.

Arbitration clauses are common. The part worth noticing is that the venue is theirs, so travel costs land on you.

01 / 06

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What it does

Four things, and it does them on every clause.

01

Every clause, in about ten seconds

Paste the text or drop in the PDF. It reads the whole document and hands back each clause rewritten, not summarized. Nothing gets skipped because it looked boring.
02

Three marks in the margin

Standard means it is the usual language and you can move on. Unusual means read it twice. Risk means the clause takes something from you, and the note tells you what.
03

Five ways to read the same page

A lease and a freelance contract hide different things. Say whether you are a freelancer, tenant, founder, employee, or none of those, and the reading shifts to what actually threatens you.
04

Something you can send back

Download the marked-up version as a PDF and forward it to whoever asked you to sign. Every clause, every note, in one file.
Who is reading

The same clause lands differently on different people.

A two-year non-compete is an inconvenience to a founder with a signed acquisition and a serious problem for someone whose whole trade is one industry. Pick a reader and the clause gets read again.

For a period of twenty-four (24) months following termination, Contractor shall not engage in any business competitive with Company within any territory in which Company conducts operations.

Reading as a freelancer

Questions

The five people ask most.

› What can I give it?

Paste the text, upload a PDF, or photograph the page.

› How long does it take?

About ten seconds for a contract of normal length.

› What do Standard, Unusual, and Risk mean?

Standard means the clause uses the usual language and you can move on. Unusual means it is not what you would normally see, so read it again. Risk means the clause takes something from you, and the note beside it says what.

› Why does picking a reader change the result?

A lease and a freelance contract hide different things. Choosing freelancer, tenant, founder, employee, or general changes what the reading looks for and which clauses get called out first.

› Can I keep the result?

Yes. Download the marked-up version as a PDF and send it to whoever asked you to sign.

Notice

It is not a lawyer.

It reads the words and tells you what they mean. It does not know your situation or what else you have already signed, and it can miss things.

Use it to walk into the conversation knowing what to ask. When the contract is big enough that being wrong would cost you, take it to a lawyer.

You have to sign it eventually.

Read it first. Paste the contract and find out what page four says before your name goes on it.

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