The Contractor shall indemnify and hold harmless the Client against any and all claims, losses, damages and legal fees arising from or relating to the Services.
No. 1CriticalYou cover all of the client's losses and legal fees from the work, and the clause sets no limit.
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Sample
Written for this page to show how Redline reads an agreement. It is not a real client's contract, and the analysis beside it is a demonstration.
Design Services Agreement
Between the Client and the Contractor
Services. The Contractor will design a brand identity and a twelve-page website for the Client.
Fees. The Client will pay the Contractor a fixed fee of $6,000, invoiced in two equal parts. Invoices are payable within 30 days of receipt.
Revisions. The fee includes up to two rounds of revisions on each deliverable.
Ownership. The Contractor assigns to the Client all right, title and interest in any work, materials, tools or know-how created or used by the Contractor during the term of this Agreement, whether or not related to the Services.2
Indemnity. The Contractor shall indemnify and hold harmless the Client against any and all claims, losses, damages and legal fees arising from or relating to the Services.1
Termination. The Client may terminate this Agreement at any time, for any reason, on written notice, and will owe only for work delivered before the notice date.3
Confidentiality. The Contractor will not disclose the terms of this Agreement or any Client information to any third party.4
Disputes. Any dispute will be resolved by binding arbitration in the Client's home state.
Severity is expected cost: how likely a clause is to be used against you, times what it costs when it is. Critical tags carry two punched holes and Serious tags one, so the rank reads without colour.
No. 1CriticalYou cover all of the client's losses and legal fees from the work, and the clause sets no limit.If used: from a demand letter to costs many times your $6,000 fee.
From the agreement, clause 5
The Contractor shall indemnify and hold harmless the Client against any and all claims, losses, damages and legal fees arising from or relating to the Services.
Ask for instead
The Contractor will indemnify the Client only for third-party claims caused by the Contractor's breach of this Agreement, and the Contractor's total liability under this clause will not exceed the fees paid under this Agreement.
No. 2CriticalYou hand over everything you make or use during the project, including your own tools.If used: from one template you can no longer reuse to every future job built on your own tools.
From the agreement, clause 4
The Contractor assigns to the Client all right, title and interest in any work, materials, tools or know-how created or used by the Contractor during the term of this Agreement, whether or not related to the Services.
Ask for instead
On full payment, the Contractor assigns to the Client all rights in the final deliverables. The Contractor keeps its pre-existing work, tools and know-how, and grants the Client a licence to use any of them that are included in the deliverables.
No. 3SeriousThe client can end the agreement at any time and pays only for work already delivered.If used: anywhere from nothing to the second $3,000 payment.
From the agreement, clause 6
The Client may terminate this Agreement at any time, for any reason, on written notice, and will owe only for work delivered before the notice date.
Ask for instead
If the Client terminates this Agreement for convenience, the Client will pay for all work completed to the notice date plus a kill fee of 25% of the remaining fee.
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Clause 2Cleared
Invoices are payable within 30 days of receipt.
Payment is due within a fixed 30-day period, so there is nothing here to ask your client to change.
Clause 3Cleared
The fee includes up to two rounds of revisions on each deliverable.
Revisions are capped at two rounds per deliverable.
Clause 8Noted
Any dispute will be resolved by binding arbitration in the Client's home state.
Disputes go to binding arbitration in the client's home state. Ranked Minor, so it is listed here rather than flagged.
Not foundAbsent
No non-compete or non-solicit clause.
Checked for, and the agreement doesn't contain one.
Before you upload, know where the text goes
Many client agreements forbid sharing their terms. Redline tells you what uploading involves before you choose a file, and flags that clause when your agreement has one, like clause 7 in the sample.
Before upload
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The text is sent to an AI model provider to be analysed.
If the agreement bars sharing its terms, that clause is flagged first.
What Redline reads, and what it doesn't
Reads
Freelance client agreements, before you sign
Agreements your client can still change
Documents with selectable text
Doesn't read
Scanned or photographed pages
Terms of service and other take-it-or-leave-it agreements
Agreements you've already signed
It won't tell you whether to sign, and it isn't legal advice.
It shows what the agreement says, what each risky clause could cost, and what to ask your client for, and leaves the decision with you.