Essential Clauses
| Clause | What It Means | Red Flag If... |
|---|
| Scope of Work | Exactly what will be delivered | Vague — "marketing services" instead of specific deliverables |
| Payment Terms | When and how you get paid | Net-60+, no late fee, client can withhold payment for any reason |
| Termination | How either party can end the agreement | Only one party can terminate, or termination requires 90+ day notice |
| IP Ownership | Who owns the work product | Client owns everything, even your pre-existing tools and methods |
Boilerplate to Watch
| Clause | Why It Matters |
|---|
| Governing Law | Which state's laws apply — if you're in CA and it says NY, you're flying to NY for court |
| Entire Agreement | Says the written contract is the whole deal — kills any verbal promises not in writing |
| Arbitration | Waives your right to sue in court — disputes go to private arbitration instead |
Before You Sign
| Check | Question |
|---|
| ☐ Scope | Do I understand exactly what I'm committing to? |
| ☐ Money | When do I get paid? What happens if they don't pay? |
| ☐ Exit | Can I walk away? What's the notice period? |
| ☐ Liability | What's my maximum exposure if things go wrong? |
Pro Tip: Never sign a contract you haven't read. Sounds obvious, but 90% of people skim. If you don't understand a clause, ask. Saying 'I didn't read it' has never been a successful legal defense. The 10 minutes you spend now could save years of headaches.