Client service agreement: what to have ready
For education only. Not legal advice. Tellbrief is not a law firm.
If you sell your time and skill, your client agreement sets what you’ll do, when you get paid and what happens when a project changes. Before a lawyer drafts or reviews one, gather the facts about how you actually work.
Records to have ready
- Your current contract, proposal or terms, or the client’s draft if they sent one.
- Two or three recent proposals or statements of work.
- A few invoices that show how you bill.
- Any late payment or dispute, and how it ended.
- Your insurance policies, if you carry any.
- Agreements with anyone who does part of the work for you.
Send them only if your lawyer asks. For the first call, it’s enough to know where each one is.
Write down how a project runs
How does a job start: a call, a proposal, a purchase order? Who sets the scope, and what happens when the client asks for more? Who approves the work, and how long does a typical project last? A lawyer may want the real answers, even if your contract says something else.
Write down how you get paid
- Deposit, milestones or monthly billing.
- Hourly, fixed fee or retainer.
- How long clients have to pay, and how long they actually take.
- What you do today when a client doesn’t pay.
Who owns the work you deliver
If you make designs, code, writing or other creative work, ownership may come up. Federal copyright law says a transfer of copyright ownership “is not valid unless an instrument of conveyance, or a note or memorandum of the transfer, is in writing and signed by the owner of the rights conveyed or such owner’s duly authorized agent.”1
Note what clients expect to own when the job ends, what you reuse from job to job (templates, code, stock images) and what anyone working for you made. More in who owns the IP your business built.
If others do part of the work
List who they are, where they’re based, what they do and what they signed with you. If any of them are outside the US, see what to have ready for an international contractor.
Mark these parts of the client’s draft
You don’t need to judge them. Find where the draft covers each one and flag it, so the call can go straight there.
- The scope, and how changes are asked for and priced.
- When you’re paid, and what happens if they pay late.
- How the client approves your work.
- Who owns the work, and what you may reuse.
- What each side must keep confidential.
- Any limit on what either side can owe the other if something goes wrong.
- The insurance they want you to carry.
- How either side can end it, and what you’re paid for work already done.
A made-up example
I run a two-person bookkeeping and payroll firm in Arizona with about 40 small-business clients. We work from a one-page proposal and bill a flat monthly fee. A new client, a group of three restaurants, sent its own 14-page vendor agreement. It says we’re responsible for any tax penalties caused by our errors, with no cap. We use a contractor in another state for overflow work. What should we push back on?
To write yours, fill in the brackets:
We provide [service] to [kind of clients] from [state]. We usually work from [our proposal, our contract, the client’s paper] and bill [how]. [What changed: a bigger client, their draft, a dispute, a new service]. [Who else does part of the work]. Our main question: [the one that matters most].
Questions a lawyer may ask you
Have a short answer ready for each. “I don’t know yet” is a fine answer.
- What do you deliver, and how does the client approve it?
- How do you price and bill?
- Has a client ever refused to pay, or claimed the work was wrong?
- Who else works on client jobs?
- What do clients expect to own at the end?
- Whose contract do you usually sign?
Questions worth asking your lawyer
- What should our standard client agreement cover?
- Which terms in this client’s draft should we push back on?
- How do we handle work the client adds after we start?
- What should we keep the right to reuse?
Tellbrief adds questions like these to your brief when your answers point to them.
Sources
Each quote was checked against its source on October 31, 2026. Laws and guidance can change after that date.
Questions
Should we use our contract or the client’s?
It depends on the client and the job, so ask your lawyer. Bring both if you have both.
A client wants to own everything we make. Is that normal?
Ask your lawyer on the first call. Note what you reuse across clients, so the call can cover it.
We’ve never had a written contract. Where do we start?
Bring a recent proposal, an invoice and an email that set out a job. A lawyer can see how you work from those.
Do we need insurance before signing?
Ask your lawyer, and bring the client’s insurance terms and any policies you already carry.
Talking to a lawyer about your client contract?
About 30 questions, most of them one tap, free and with no account. Tellbrief turns your answers into a brief your lawyer can work from, and you keep a copy.
For education only. This article is general information for founders, not legal advice, and reading it doesn’t make you anyone’s client. Tellbrief is not a law firm. For advice about your situation, talk to a licensed lawyer.