Stop sending unsigned proposals. Use a real service agreement.
If you are still closing work on a handshake, an emailed quote, or a one-paragraph PDF, you are one bad client away from eating a $2,000 dispute. This is a plain-English client agreement built for service businesses that quote real money.
What's inside the agreement
- Scope of Work clause that pins down deliverables, exclusions, and what 'done' means so the client cannot move the goalposts after kickoff.
- Payment Terms with deposit, milestone, and final-balance language. Use it for fixed-fee, hourly, or hybrid engagements.
- Late Fee clause (1.5% per month or your custom rate) plus stop-work language so unpaid invoices do not turn into free labor.
- Change Order section that forces written approval and a price quote before any out-of-scope work begins. Kills scope creep cold.
- Warranty and Disclaimer block that limits open-ended liability and sets a clear correction window for legitimate defects.
- IP Ownership terms covering deliverables, working files, third-party assets, and a portfolio-use carve-out for your marketing.
- Confidentiality clause that covers client data, financials, customer lists, and trade secrets without needing a separate NDA for most jobs.
- Termination terms for cause, convenience, and non-payment, with a kill fee that protects revenue if a client walks mid-project.
- Dispute Resolution ladder: 30-day informal negotiation, then mediation, then binding arbitration. Keeps you out of small claims.
- Governing Law set to Washington State by default (easy to swap), plus a liability cap and a force majeure clause for the things you cannot control.
Who this is for
- Independent consultants and coaches quoting projects above $1,000 who keep getting stuck in 'just one more revision' loops.
- Contractors, electricians, plumbers, and trade businesses that need a non-construction service contract for office, IT, or maintenance work.
- Marketing agencies, web developers, designers, and creative shops who need scope, IP, and revision limits in writing.
- Bookkeepers, IT shops, fractional CFOs, and any service business sending recurring or project-based invoices.
- Bilingual operators serving both English and Spanish speaking clients who need parallel-language paperwork that holds up.
- Anyone who has ever heard 'I thought that was included' and watched a profitable job turn into a break-even job.
Section preview
Sample late-fee language: 'Invoices unpaid after fifteen (15) days of the due date accrue a service charge of one and one-half percent (1.5%) per month, and Provider may suspend all work until the past-due balance is paid in full.' Sample dispute clause: 'Before either party initiates litigation, the parties agree to thirty (30) days of good-faith negotiation followed by non-binding mediation in King County, Washington.'
FAQ
Is it legally binding?+
Yes. Once both parties sign and consideration (payment) is exchanged, it is an enforceable contract in every U.S. state. The template uses standard contract language a court will recognize. We still recommend a one-time review by your attorney if your engagements run above $25K or you operate in a regulated industry.
Do I need a lawyer to use this?+
No. The template is written so a non-lawyer can fill in the blanks (parties, scope, fees, dates) and send it. If you want a local attorney to glance at your filled-in version once, expect a 30-minute review at most. Cheaper than the $1,500 most lawyers charge to draft one from scratch.
Can I send it before signing?+
Yes. Send it as your proposal attachment, walk the client through the highlights on a quick call, then collect signatures via DocuSign, PandaDoc, or even a printed copy. Do not start work until it is signed and the deposit clears.
Does it work in multiple states?+
Yes. Governing law defaults to Washington State because most of our clients are in the PNW, but it is a single field you can change to any state. The substantive clauses (scope, payment, IP, dispute) work nationwide.
Hourly vs fixed fee — which does it support?+
Both. The Payment Terms section includes language for fixed-fee with deposit and milestones, hourly with a not-to-exceed cap, and retainer or monthly recurring. You pick the model and delete the rest.
Do I need a separate NDA?+
Usually no. The Confidentiality clause covers most engagements, including client data, financials, and trade secrets. If you are working on something genuinely sensitive (M&A, patent-pending tech), pair this with a standalone NDA before scoping.
Often bought together
Subcontractor Agreement
When you hire a sub, this is the back-to-back contract that pushes scope, insurance, and indemnity downstream.
See detailsLLC Formation Kit
Operating agreement, articles, and a startup checklist to put the entity behind the contract on solid footing.
See detailsEmployee Handbook
Once you have clients on paper, get your team on paper too. Handbook template built for small service shops.
See detailsA signed agreement protects both sides
Pricing is being finalized — get on the list and we'll let you know the moment it launches. One late-payment dispute, one scope creep argument, or one client who decides the project 'is not what they thought' costs more than this template ever will.
These are templates and not legal advice. Have a licensed attorney in your state review your filled-in agreement before using it on engagements that materially affect your business.