Clients bury IP-transfer clauses and non-compete traps in every kind of contract. Markup reads NDAs, MSAs, agency agreements, and direct client deals — flagging the risks and writing your counter-offer in seconds.
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This Agreement is entered into as of the Effective Date by and between Client
("Company") and Contractor ("Developer"). Developer agrees that all work,
inventions, developments, and discoveries made during the engagement,
including all intellectual property rights therein, shall be exclusively
IP TRANSFERowned by Company. Developer hereby irrevocably assigns all such rights.
IP TRANSFERFurthermore, Developer shall not, for a period of 24 months following
termination, engage in any competitive activities or work for any entity
NON-COMPETEthat operates in a similar market segment as Company, worldwide.
NON-COMPETERisky clauses flagged across freelance contracts analyzed
How It Works
From raw contract to polished counter-offer in under 60 seconds.
Drop in any contract text — Upwork job offers, direct client agreements, NDAs, MSAs, or agency contracts. Markup reads every clause.
Our legal-trained AI instantly highlights IP-assignment clauses, perpetual non-competes, work-for-hire traps, and unlimited revision demands — across any contract type.
Receive polished, legally-informed counter-offer email templates — ready to edit and send. Push back with confidence, no lawyer required.
What We Catch
Most freelancers scan contracts in 30 seconds. Clients know this. Markup reads every line — surfacing the traps buried in plain sight, whether it's a direct client NDA, an agency MSA, or a platform offer letter.
IP & Code Assignment
Clauses that transfer ownership of code you write — including work done outside this contract.
Perpetual Non-Competes
24-month+ bans on working in the same industry. Often globally scoped.
Unlimited Revision Demands
"Until client is satisfied" language with no defined revision cap.
Work-for-Hire Traps
Language that reclassifies your independent contractor status and all future work as company-owned.
Hi [Client Name],
Thank you for the offer. I'm excited about this project, but I noticed a few clauses I'd like to address before signing:
Section 4.1 — The IP assignment clause transfers all code rights, including work I produce outside this engagement. I'm happy to assign rights to work delivered under this contract, but not to unrelated projects.
Section 7.2 — A 24-month non-compete spanning "any similar market" worldwide is unusually broad. I propose limiting this to direct competitors only, for 6 months.
I've proposed revised language below. Happy to hop on a call to discuss. Looking forward to working together.
Best,
[Your name]
Freelancers on Markup
“I almost signed away rights to a SaaS I'd been building for two years. Markup caught the perpetual license clause in 8 seconds.”
James K.
Full-stack developer, $180k+ in freelance revenue
“The counter-offer template was spot-on. Client agreed to remove the non-compete. First time I've ever pushed back successfully.”
Priya M.
React contractor, 5 years freelancing
“Three red flags in one contract. I had no idea those clauses were buried in there. This should be required before signing any agreement.”
Carlos R.
Backend engineer, direct client contracts
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