When your client's lawyer wants changes: what's fair, what isn't

First: don't panic when the markup lands

You send the contract, and instead of a signature you get an email: "Our legal team has a few comments."

This is normal. Companies above a certain size run every contract past a lawyer, and lawyers are paid to comment. A markup doesn't mean the deal is in trouble — it usually means the deal is real enough for someone to spend money reviewing it.

It also doesn't mean you have to say yes. A well-drafted freelance contract is already balanced: your liability is capped, but so is the client's. You give warranties, but honest ones. Either side can walk away on notice, not just them. When a contract treats both sides fairly, you can defend it with a straight face — and most reviewing lawyers will recognise that quickly.

Here's how to handle the comments you're most likely to see.

Bucket one: comments with a built-in answer

"Our client needs to own the IP, not license it"

This is the single most common comment, and it's often legitimate. If your client wants to register your logo as a trade mark, or needs to show investors they own their software, a licence genuinely isn't enough — they need assignment (full ownership transfer).

The answer isn't to redraft anything. A good freelance contract offers assignment as a standard option for exactly these cases, scoped to the work created specifically for the client — your pre-existing tools, templates and know-how stay yours. If the client's lawyer asks for ownership of those too, that's the overreach to push back on: your toolkit is how you earn a living across all your clients, and no single client gets to buy it.

"Can we have 60-day payment terms?"

Payment timing is a genuine commercial term, not a legal trick, so this one is yours to decide. Big companies often run long payment cycles and their lawyer is just aligning the contract with their accounts process.

Before you agree, do the cash-flow maths: 60 days from invoice on a two-month project means working up to four months before money arrives. If you say yes, consider saying yes with a deposit, or milestone invoicing, so you're not funding a large company's working capital from your personal bank account. That trade — longer terms in exchange for money up front — is one experienced freelancers make all the time.

"We need more revision rounds / a wider scope"

Also commercial, also fine to discuss. Just make sure every extra round or deliverable is written into the statement of work with a number on it. "Reasonable revisions" with no cap is how projects become unpaid second jobs.

Bucket two: fair questions that deserve a straight explanation

"Why is the IP warranty only 'to the best of your knowledge'?"

The lawyer would prefer you to promise, absolutely, that nothing in your work infringes anyone's rights anywhere. Here's why the honest version says "to the best of the freelancer's knowledge, having made reasonable enquiries" instead: copyright has no register. There is no database anyone can search to prove a piece of writing, design or code infringes nothing on earth. A big agency can absorb that unknowable risk across hundreds of projects; an individual cannot.

What the client actually gets is meaningful: you promise to check properly — verify your licences for fonts, stock images, and third-party components — and if you got it wrong, you cover them (that's the IP indemnity). What they don't get is an individual betting their house on the absence of a claim nobody could have discovered. Most lawyers, once this is said out loud, accept it.

"Why is liability capped at the project fee?"

Because that's proportionate. You're one person delivering a project for a fee — not an insurer underwriting the client's whole business. A cap at the fee means that if things go badly wrong, the client can get back everything they paid; what they can't do is claim their lost profits from a solo freelancer for multiples of the project value.

Two things worth pointing out to a reviewing lawyer: the cap works both ways (the client's own liability under the contract is capped at the same level), and the things the law says can never be capped — death or personal injury caused by negligence, fraud — aren't capped. That's the shape of a fair contract, not a one-sided one.

Bucket three: politely decline

Some asks shift risk onto you that no freelancer should carry, however big the client. It's not rude to say no — it's the answer their lawyer expects a well-advised counterparty to give.

"Liability should be uncapped" (or capped at several times the fee)

Decline. Unlimited liability means one bad project can cost you your savings. If a client genuinely needs a bigger safety net than the fee, the honest routes are professional indemnity insurance or a bigger fee — not an individual silently absorbing corporate-scale risk.

"Only we should be able to terminate for convenience"

Decline. If the client can end the project on notice, so can you. One-way exit rights create a contract where you're locked in and they aren't — and mutuality is precisely what makes the rest of the document defensible. The client is protected on termination anyway: they only ever pay for work actually done.

"Please remove the late-payment interest clause"

Decline, politely and with a smile. Statutory interest on late commercial payments isn't a clause your contract invented — it's the Late Payment of Commercial Debts (Interest) Act 1998, and Parliament wrote it specifically because large businesses paying small suppliers late is endemic. A client who plans to pay on time loses nothing by leaving it in. A client who insists on removing it is telling you something worth knowing before you start.

"We want broader indemnities from you"

Indemnities are the "you cover us if X happens" clauses, and lawyers love widening them. A fair contract keeps them narrow, mutual and capped: you cover the client if your work infringes someone's IP (fair — that's within your control); they cover you if materials they supplied cause a claim (equally fair — that's within theirs). Resist any version that is uncapped, one-directional, or triggered by any breach however minor — that's a blank cheque, not a safety net.

The sentence that ends most negotiations

When you hold a line, you don't need to argue clause numbers. This works:

"These are the standard terms I contract on — they're deliberately balanced, so the caps and protections apply to both of us equally. The commercial terms (fee, timeline, deposit, revisions) are all open to discussion."

It's confident, it's true, and it reframes the conversation from redlines to the deal itself — which is the conversation both of you actually want to have.

This article is general information for UK freelancers, not legal advice. If a specific negotiation involves serious money or unusual risk, a one-off session with a solicitor is worth the fee.