Case StudiesFreelancer
Freelancer · Services AgreementFebruary 2026·3 min read

The non-payment clause a freelancer almost missed in a $40K client contract

A conditional payment clause tied deliverable approval to the client's "sole discretion" — meaning they could legally reject everything and pay nothing.

Contract revised. Payment terms protected.
$40,000
Contract Value
6.8 / 10
Risk Score
2 found
Critical Issues
41 seconds
Analysis Time

A UX designer was about to start a $40,000 product redesign project when Contracta HQ flagged a payment clause that gave the client unlimited ability to reject deliverables without cause.

1The situation

Sara had landed the biggest freelance project of her career — a full product redesign for a fintech startup. The contract looked professional. It was well-formatted, had clear milestones, and specified payment in three installments. She almost signed it the same day it arrived.

2The hidden risk

The Risk Calculator flagged Section 6.2: "Payment of each installment is contingent upon Client's approval of the corresponding deliverable, which approval shall be at Client's sole and absolute discretion."

Sole and absolute discretion means the client could reject every deliverable for any reason — or no reason — and legally withhold all payment. Contracta HQ's AI also flagged the absence of a revision limit clause, meaning Sara could be required to revise indefinitely before triggering the approval condition.

3The fix

Sara used the AI Contract Chat to ask: "How do I protect myself from a client who refuses to approve deliverables?" The AI explained the "deemed approved" mechanism — if a client doesn't respond within X days, approval is deemed granted. It also recommended adding an objective approval standard ("not to be unreasonably withheld") and a maximum revision clause (2 rounds per deliverable).

She added all three provisions. The client accepted them without pushback.

4The outcome

Project completed. All three installments paid on time. Sara now runs every client contract through Contracta HQ before signing.

"That 'sole discretion' language is apparently really common in client paper," she said. "I've seen it in three contracts since then. Now I catch it every time."

Tools used in this story

Risk CalculatorAI Contract ChatTemplate Generator

Contract type

Freelance Services Agreement

Jurisdiction

New York

Industry

Design / Creative Services

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