How can I protect myself from copyright liability?

Limit your indemnity obligations to 'proven' or 'final judgment' claims, cap your total liability at the contract value, and ensure you have professional liability insurance that covers intellectual property infringement.

A TermScore is an AI-generated risk rating from 0 to 100 that evaluates the fairness and risk level of any legal document. A score of 86-100 means the contract is highly favorable, while 0-30 indicates dangerous terms you should walk away from.

What types of documents can TermScore analyze?

TermScore analyzes any legal document including freelance contracts, employment agreements, residential leases, NDAs, brand sponsorship deals, SaaS vendor agreements, and rental applications. Upload PDFs, Word documents, or images.

How much does TermScore cost?

TermScore offers a free plan with 3 scores per month. The Team plan is $15/month for 30 scores, and the Professional plan is $50/month for 500 scores with team collaboration features.

Is my document data secure?

Yes. Documents are processed in memory and analysis results are stored encrypted. TermScore never shares your document data with third parties and you can delete your data at any time from your dashboard.

Can an agency hold me liable for third-party copyright infringement in my freelance work?

Yes. If your contract contains an indemnity clause, you are legally responsible for third-party copyright infringement claims arising from your work. Agencies frequently pass these costs, including legal fees and damages, directly to the freelancer, regardless of whether the infringement was intentional or the result of using licensed assets.

Understanding Indemnity Clauses

An indemnity clause is a contractual provision where one party (the freelancer) agrees to compensate the other party (the agency) for losses or damages. In the context of copyright, this means if a third party sues the agency because your work allegedly infringes on their intellectual property, you are on the hook for the agency's defense costs and any resulting settlement or judgment.

The Scope of Your Liability

Most standard agency contracts include broad indemnity language. Without specific limitations, you could be liable for:

Legal Defense Costs: Attorney fees for the agency, which can easily exceed $50,000 in complex copyright litigation.
Settlement Amounts: Payments made to the plaintiff to avoid trial.
Direct Damages: Court-ordered awards for statutory or actual damages.
Loss of Business: Claims that the agency lost revenue due to the infringement.

Key takeaway: Never sign a contract with an 'unlimited' indemnity clause. Always negotiate to cap your liability at the total value of the contract or the limit of your insurance policy.

Action Item: Review your current contracts for the word 'indemnify.' If it appears without a 'cap' or 'limitation of liability' clause, you are currently exposed to uncapped financial risk.

Common Red Flags in Freelance Contracts

Agencies often use boilerplate language that shifts 100% of the risk to the freelancer. Watch for these specific phrases that signal excessive liability:

Red Flag Phrase	Why It Is Dangerous
'Hold harmless from any and all claims'	Covers frivolous claims and potential future lawsuits.
'Including attorney fees'	Forces you to pay for the agency's expensive legal counsel.
'Without limitation'	Removes any ceiling on the amount you might owe.
'Duty to defend'	Requires you to pay for the agency's lawyers immediately, even before a court finds you at fault.

The 'Duty to Defend' Trap

A 'duty to defend' is more dangerous than a 'duty to indemnify.' Indemnification usually triggers after a loss is proven. A duty to defend requires you to pay for the agency's legal defense the moment a claim is made, even if the claim is baseless. This can bankrupt a freelancer before the case even reaches a judge.

Action Item: Strike the phrase 'duty to defend' from your contracts. Replace it with language that limits your obligation to 'damages finally awarded by a court of competent jurisdiction.'

How to Mitigate Your Risk

You cannot eliminate risk entirely, but you can manage it through contractual safeguards and insurance.

Limit Indemnity to 'Proven' Claims: Ensure you are only liable if a court of law finds that an infringement actually occurred.
Carve Out Third-Party Assets: If the agency provides assets (stock photos, fonts, code) for you to use, explicitly state in the contract that you are not liable for infringement claims arising from those specific assets.
Professional Liability Insurance: Obtain 'Errors and Omissions' (E&O) insurance. A standard policy often costs between $500 and $1,500 per year and provides coverage for intellectual property infringement claims.
Warranty Limitations: Change 'The Freelancer warrants that the work is original' to 'To the best of the Freelancer's knowledge, the work is original.' This protects you from accidental infringement of obscure copyrights.

Key takeaway: Your best defense is a combination of clear contractual language and an active E&O insurance policy. Do not rely on 'I didn't know' as a legal defense.

Action Item: Contact an insurance broker to get a quote for E&O insurance. It is the single most effective way to protect your personal assets from business-related copyright claims.

The Role of Contract Analysis

Manually reviewing contracts for these nuances is difficult, even for experienced freelancers. TermScore automates this process by scanning your agreements for high-risk indemnity clauses, missing liability caps, and unfavorable 'duty to defend' language. By using TermScore, you can identify these legal pitfalls in seconds, allowing you to negotiate safer terms and protect your freelance business from catastrophic financial loss.