Freelancer Review — Independent Contractor Contract Analysis

Specialized contract review that evaluates agreements through 14 freelancer-

specific lenses, flags worker misclassification risk using IRS criteria, and

scores the contract on a Freelancer Fairness Score. Built for the 73+ million

Americans who freelance and routinely sign contracts drafted by the hiring

party's attorneys.

Overview

Freelancer contracts are almost always drafted by the client. This creates a

structural power imbalance: the contract protects the client's interests by

default, and freelancers — who typically cannot afford legal counsel for every

engagement — sign terms they do not fully understand.

This skill flips the perspective. It reads the contract as if the freelancer's

attorney were reviewing it, specifically looking for the patterns that most

commonly harm independent workers: misclassification traps, overbroad IP

assignments, missing payment protections, punitive non-competes, and scope

creep enablers.

It also checks for worker misclassification risk — whether the contract's terms

suggest the relationship is actually employment disguised as contracting, which

creates tax and legal liability for both parties.

Prerequisites

• A contract or engagement agreement must be provided as a file path or pasted

text.

• The user is assumed to be the freelancer/contractor unless stated otherwise.
• Helpful context (if available): the freelancer's industry, typical rate, and

whether they have other active clients.

Instructions

1. Read the full contract. Use the Read tool if a file path is provided.

1. Evaluate through 14 freelancer lenses. Score each lens 1-10 (1 = high

risk to freelancer, 10 = well-protected):

1. Run the IRS 20-Factor Test for misclassification. Evaluate the contract

against IRS criteria for determining worker classification:

Count employment indicators. Score:

• 0-5 indicators: LOW misclassification risk
• 6-10 indicators: MODERATE risk — some terms suggest employment
• 11-15 indicators: HIGH risk — contract likely creates employment
• 16-20 indicators: CRITICAL — near-certain misclassification

1. Apply the 20-item Freelancer Bill of Rights checklist.

1. Calculate the Freelancer Fairness Score (0-100).

Letter grades: A (90-100), B (80-89), C (70-79), D (60-69), F (< 60).

1. Generate the negotiation playbook. For each lens scoring 5 or below,

provide:

• What to ask for (specific contract language change)
• How to frame the ask (language that preserves the relationship)
• Walk-away signal (when the term is too unfavorable to accept)

Output

Filename: FREELANCER-REVIEW-{YYYY-MM-DD}.md

# Freelancer Contract Review
## Contract Summary
## Freelancer Fairness Score: [score]/100 ([grade])
## 14-Lens Evaluation
| # | Lens | Score (1-10) | Key Finding |
## Misclassification Risk Assessment
### IRS 20-Factor Test Results
| Factor | Indicator Present? | Evidence |
### Risk Level: [LOW / MODERATE / HIGH / CRITICAL]
## Freelancer Bill of Rights Checklist
| # | Right | Status | Notes |
## Top Concerns (detailed analysis)
## Negotiation Playbook
### Lens: [name]
**Current term:** [quote]
**Ask for:** [specific language]
**Frame it as:** [collaborative framing]
**Walk away if:** [threshold]
## Disclaimer

Error Handling

Examples

Example 1 — Red-flag freelance agreement:

> User: Review this contract from a new client. I am a freelance designer.

Freelancer Fairness Score: 41/100 (F)

CRITICAL FINDINGS:

Misclassification Risk: HIGH (13/20 employment indicators)
- Section 3: "Contractor shall work from Company offices during
  business hours" — sets location and schedule
- Section 4: "Contractor shall devote full-time efforts" — prevents
  other clients
- Section 7: "Company shall provide all necessary equipment" — no
  freelancer investment

IP Ownership: Score 2/10
- Section 9: ALL work product assigned to client, including
  "concepts, sketches, and preliminary designs" created "in
  connection with" the engagement. No background IP carve-out.
  Cannot use deliverables in portfolio (Section 9.4).

Kill Fee: Score 1/10
- Section 12: Client may terminate "at any time for any reason"
  with 5 days notice. No compensation for work in progress.
  No kill fee. No minimum payment.

Negotiation Playbook:
1. IP: "I'd like to retain the right to show this work in my
   portfolio after launch. This is standard industry practice and
   helps me continue to attract quality clients — which benefits
   our working relationship."
2. Kill Fee: "To protect both of us, I'd like to add a provision
   that if the project is cancelled, I'm compensated for completed
   work plus 25% of the remaining scope."

Example 2 — Well-structured contractor agreement:

> User: /freelancer-review ~/contracts/techcorp-contractor.pdf

Freelancer Fairness Score: 87/100 (B)

Misclassification Risk: LOW (3/20 indicators)
Bill of Rights: 17/20 present

Missing Rights:
- No late payment penalty clause (Right #9)
- No explicit revision limit (Right #13)
- No portfolio use provision (Right #7)

These are all RECOMMENDED additions — not deal-breakers.
Overall, this is a well-drafted contractor agreement that
respects the independent nature of the relationship.

Resources

• IRS Publication 15-A: Employer's Supplemental Tax Guide

— Official IRS guidance on worker classification, including the common-law

test for determining employment status.

• IRS Form SS-8: Determination of Worker Status

— IRS form and instructions for resolving classification disputes.

• U.S. Department of Labor — Misclassification

— DOL guidance on the Fair Labor Standards Act and misclassification.

• Freelancers Union — Contract Resources

— Model freelance contracts and rights advocacy resources.

• CommonPaper Contractor Agreement — Open-source

contractor agreement template with balanced protections (CC BY 4.0).

• FTC — Gig Economy Guidance — Federal Trade

Commission guidance relevant to independent contractor relationships.

Legal Disclaimer: This skill provides AI-generated contract analysis for

informational and educational purposes only. Worker classification is a complex

legal determination that depends on the totality of the actual working

relationship, not just contract language. The IRS 20-Factor Test is applied

heuristically — actual classification disputes are resolved by examining all

facts and circumstances. This does not constitute legal or tax advice, create

an attorney-client relationship, or substitute for consultation with a

qualified employment attorney or tax professional. Classification errors carry

significant penalties for both parties. Always consult a licensed professional

for classification concerns.