What Every Upwork Contract Means in Plain Language
A plain-language breakdown of typical Upwork terms and what they mean for you.
Upwork (and similar platforms like Fiverr, Toptal, or agency marketplaces) use standard agreements that both you and the client accept when you start a job. The platform terms apply to your use of the site; the job contract or offer terms apply to the specific project. Together they define when you get paid, who owns the work, what you can say about the project, and how disputes are resolved. If you don't read them, you might be surprised by platform fees, long payment holds, or broad IP assignment. Here's what the main terms usually mean in practice—so you know what you're agreeing to before you start.
Service agreements and escrow
How the job is structured—fixed-price vs hourly—affects when you get paid and how much scope creep you might face. Escrow (where the client puts money in advance) can protect you, but you need to understand how and when funds are released.
Fixed-price vs hourly
Fixed-price: You agree to a scope of work for a set fee. The client often funds a milestone or the full amount in escrow; when you complete the work and the client approves, the funds are released to you. The risk is scope creep: if the client keeps asking for "small changes" or "one more revision," the project can grow without more pay. Make sure the scope is clearly defined—deliverables, number of revisions (e.g. 2 rounds), and what's out of scope. If the client wants more, it should be a change order (additional fee). Without a clear scope, "revisions" can become endless.
Hourly: You track time and get paid for the hours you work. The client may fund a weekly limit (e.g. 40 hours) in escrow; you log time and the client approves (or the system auto-approves after a period). You're protected against scope creep in one sense—you get paid for all the time you spend—but the client may cap hours or end the contract if they think you're going over. Make sure the hourly rate and any cap are clear. Also check how time is tracked (e.g. Upwork's time tracker) and whether the client must approve time logs. If they're slow to approve, your payment can be delayed.
Escrow
For fixed-price jobs, the client typically puts funds in escrow—held by the platform—before you start or at key milestones. When you complete the work, you submit it for approval; when the client approves (or after a certain number of days with no response), the funds are released to you. Understand: (1) how many milestones there are and how much is released at each, (2) what "approval" means—does the client have to click "approve," or is there auto-release after X days?, and (3) what happens if the client disputes (e.g. requests a chargeback or opens a dispute). On Upwork, there's often a 14-day review period; if the client doesn't approve or dispute, the funds may auto-release. Check the platform's current rules—they can change.
Fees and payouts
The platform takes a cut of your earnings. You also need to know when you get paid after the client approves—and how you get the money out (e.g. to your bank account).
Platform fees
Upwork takes a percentage of your earnings—the exact % depends on your lifetime billings with the client (e.g. 20% for the first $500, then 10%, then 5% after $10,000). This is in the platform terms, not always spelled out in the job contract. Factor it into your rate: if you want to net $50/hour, you may need to charge more to cover the fee. Also check if there are other fees (e.g. conversion fees if you're paid in a different currency, or withdrawal fees). They can add up.
Payment schedule
When does the client fund the milestone? Some clients fund when they post the job; others fund when you accept. If they don't fund until "after the first draft," you're doing work on trust. When do you get paid after approval? There's often a security period (e.g. 5 days) before the funds become available for withdrawal—to allow for chargebacks or disputes. Then you request a withdrawal to your bank or PayPal; that can take a few more days. So from "work approved" to "money in your account" can be a week or more. Plan your cash flow accordingly.
IP, confidentiality, and disputes
Who owns the work you create? What can you say about the project? And what happens if you and the client disagree? These terms are often in the platform agreement or the job contract—or both.
Who owns the work
Usually the client gets a license or ownership of the deliverables once they're paid for. But check the exact language. Some contracts say the client gets "all work product" or "all materials created during the project"—which could include drafts, notes, and background work. Others claim rights to "pre-existing IP" or "background IP" that you use in the project—e.g. templates, code libraries, or methods you had before. That can be a problem: you don't want to give away rights to your general tools or pre-existing work. Try to narrow it to "deliverables" or "work made for hire" for the project only. If the contract claims rights to everything you create during the project (including pre-existing work), push back or get advice. You may be able to list pre-existing IP in an appendix and exclude it from the assignment.
Confidentiality
You may agree not to disclose the client's confidential information—business data, strategies, etc. That's reasonable. But make sure it's limited to real confidential information and doesn't prevent you from listing the project in your portfolio (in a general way—e.g. "Built a mobile app for a fintech client" without revealing secrets). Some contracts say you can't mention the client or the project at all; that can hurt your ability to get the next job. Ask for a carve-out that allows you to describe your work in a general way for portfolio and marketing purposes (without disclosing confidential details). If they won't agree, understand the trade-off.
Disputes
Many platforms require mediation or arbitration for disputes—you can't go to court (or you have to try mediation/arbitration first). The platform may also have a dispute resolution process: you and the client try to resolve it, and the platform may step in to make a decision (e.g. release part of the escrow to each party). Know where and how disputes are resolved: which country's law applies? Where is arbitration held? What are the rules? If something goes wrong, you don't want to be surprised by a process you didn't read.
Running the actual job contract or platform terms through BeforeYouSign can surface the exact payment, IP, and dispute clauses so you know what you're agreeing to before you start.