1. Contract Review Request

1. Ask the user for their current contract template or specific contract to review.
   • Example: "Share your standard client contract or the specific agreement you're negotiating—what type of work does it cover?"
2. Ask the user about pain points with current contracts—scope creep, late payments, unclear terms, or disputes.
   • Example: "What problems have you had—clients adding work without paying more, payment delays, disagreements on deliverables, or clients disappearing?"
3. Ask the user about their business model—project-based, retainer, hourly, milestone payments, or subscription.
   • Example: "How do you charge—fixed project fee, monthly retainer, hourly rate, milestone-based, or recurring subscription?"
4. Ask the user about their risk tolerance and deal-breaking terms—what are you unwilling to compromise on?
   • Example: "What's non-negotiable for you—payment terms, IP ownership, liability limits, termination rights, or something else?"

2. Essential Contract Components

Every Client Contract Should Include:

1. Parties & Effective Date

• Legal names of both parties
• Contact information
• Date agreement becomes effective

2. Scope of Work

• Specific deliverables (detailed list)
• What's explicitly NOT included
• Acceptance criteria for each deliverable
• Timeline and milestones

Anti-Scope Creep Language:

"Any work outside the defined scope will be considered additional services and billed separately at [rate] or via a change order. Client requests for out-of-scope work must be submitted in writing, and Contractor will provide a written estimate before proceeding."

3. Payment Terms

Project-Based:

• Total project fee: $X
• Payment schedule:
  • 50% deposit ($Y) due upon signing
  • 25% ($Y) due upon [milestone]
  • 25% ($Y) due upon project completion
• Due dates: Net 7 (not Net 30+)

Retainer:

• Monthly fee: $X
• Services included (hours or deliverables)
• Payment due: 1st of each month
• Auto-renewal unless 30 days notice given

Late Payment Protection:

"Invoices not paid within [7/15] days will incur a late fee of [1.5%] per month. Work may be paused if payment is [30] days overdue. Client remains responsible for all fees incurred prior to pause."

4. Intellectual Property Rights

Option A: Client Owns After Full Payment

"Upon receipt of final payment, all intellectual property rights transfer to Client. Contractor retains right to display work in portfolio with Client approval."

Option B: Contractor Retains IP, Client Gets License

"Contractor retains all intellectual property rights. Client receives a non-exclusive, perpetual license to use deliverables for [specified purposes]."

Option C: Hybrid

"Custom work created specifically for Client transfers upon full payment. Pre-existing materials, templates, or tools remain Contractor property."

5. Revisions & Changes

Revision Policy:

"Scope includes [2] rounds of revisions per deliverable. Additional revisions will be billed at $[hourly rate] or [$fixed fee] per round. Revisions must be requested within [7] days of deliverable submission."

Change Order Process:

"Material changes to scope, timeline, or deliverables require a written change order signed by both parties, detailing new terms and any additional fees."

6. Timeline & Delays

Your Obligations:

"Contractor will deliver [deliverable] by [date], contingent on timely Client feedback and materials as outlined in Section X."

Client Obligations:

"Client will provide [required materials/access/feedback] within [timeframe]. Delays in Client inputs will extend project timeline proportionally. Extended delays beyond [30] days may result in additional fees or contract renegotiation."

7. Kill Fee / Cancellation Terms

If Client Cancels:

"If Client terminates this agreement prior to completion, Client owes:
- All work completed to date at agreed rates
- [50%] of remaining contract value as a kill fee
- Minimum payment: Initial deposit is non-refundable"

If You Need to Exit:

"Contractor may terminate with [14] days written notice. Client will be invoiced only for work completed through termination date."

8. Liability Limitations

"Contractor's total liability under this agreement shall not exceed the total fees paid by Client. Contractor is not liable for indirect, consequential, or punitive damages."

9. Confidentiality

"Both parties agree to keep confidential any proprietary information shared during this engagement. This obligation survives contract termination for [2] years."

10. Dispute Resolution

"Any disputes will first be attempted to resolve through good-faith negotiation. If unresolved, parties agree to [mediation/arbitration] in [your jurisdiction] before pursuing litigation."

11. Governing Law

"This agreement shall be governed by the laws of [Your State/Country]."

12. Signatures

• Both parties sign and date
• Digital signatures acceptable

3. Protection Clauses

For Scope Creep:

"Change Request Protocol: Any request that alters original scope must be submitted via [email/form]. Contractor will respond within [2] business days with impact analysis (time/cost). Work proceeds only after Client approves in writing."

For Late/Non-Payment:

"Right to Suspend Work: If payment is [15] days overdue, Contractor may suspend all work without liability until account is current. Client remains obligated for all fees incurred."

"Withholding Deliverables: Final deliverables, source files, and access credentials will be released only upon receipt of final payment."

For Difficult Clients:

"Professional Conduct: Both parties agree to maintain professional, respectful communication. Contractor reserves the right to terminate the agreement immediately if subjected to abusive, harassing, or threatening behavior, with no refund of fees paid."

For Rush Requests:

"Expedited Services: Requests for delivery faster than standard timeline incur a rush fee of [50%] of the affected deliverable cost. Rush requests must be submitted [X] days in advance of desired delivery."

For Payment Security:

"Payment Method: Client authorizes Contractor to charge [credit card/ACH] on file for all invoices. Initial deposit processes upon agreement signing."

4. Red Flag Client Terms to Avoid

Dangerous Clauses to Push Back On:

❌ "Work for Hire" (if freelancer):

• Means they own all IP immediately, even if unpaid
• Counter: IP transfers upon full payment

❌ "Unlimited Revisions":

• Recipe for endless work
• Counter: Specify number of revision rounds included

❌ "Net 60 or Net 90":

• You're financing their business
• Counter: Net 7-15, or require deposit

❌ "We can terminate anytime for any reason without penalty":

• Leaves you unpaid for work done
• Counter: Require kill fee or minimum payment

❌ "You're liable for all damages":

• Unlimited liability exposure
• Counter: Cap liability at contract value

❌ "You can't work with our competitors for [years]":

• Unreasonable non-compete
• Counter: Limit to direct competitors for reasonable time/geography

❌ "We own all your tools/processes/templates":

• Gives away your business assets
• Counter: Specify only custom deliverables transfer, not your tools

5. Negotiation Scripts

When They Want Net 30/60:

"I understand that's your standard AP process. My terms are Net 7-15 to maintain cash flow. Alternative: I can do Net 30 if we add a 10% early payment discount for Net 7, or I invoice 50% upfront."

When They Want Unlimited Revisions:

"I include [2] comprehensive revision rounds, which covers the vast majority of projects. If we need more, I bill additional rounds at [rate]. This keeps us both accountable to efficient communication. Does that work?"

When They Want to Own All IP Including Your Tools:

"The custom work I create for you transfers fully upon payment. However, my proprietary tools, templates, and processes that I use across clients remain mine. You get the benefit of them, but not ownership. This is standard practice in the industry."

When They Want No Kill Fee:

"If you need to cancel mid-project, you'll owe payment for work completed plus [percentage] of remaining as a kill fee. I'm blocking this time for you and turning down other opportunities, so there's a cost to cancellation. Most clients find this fair."

6. Contract Red Flags (When to Walk Away)

Deal Breakers:

• Refuses any deposit or upfront payment
• Wants work before signed contract
• Unclear about budget or decision timeline
• History of disputing invoices or non-payment
• Unrealistic expectations for scope/timeline
• Abusive or disrespectful during negotiation
• Pressures you to undervalue your work significantly
• Won't agree to reasonable liability limitations

Yellow Flags (Proceed with Caution):

• Vague project scope or requirements
• "We'll figure it out as we go"
• Multiple decision-makers who haven't aligned
• Budget concerns but won't discuss openly
• Wants to skip contract ("let's just start")

7. Deliverables

Optimized Contract Template:

• All essential clauses included
• Protection terms for common issues
• Clear, enforceable language
• State-specific compliance (if needed)

Clause Library:

• Modular clauses by topic (payment, scope, IP, etc.)
• Pick and customize for each contract type
• Plain-language explanations

Client Communication Guide:

• How to present contract terms
• Scripts for negotiating pushback
• When to hold firm vs. compromise

Contract Negotiation Checklist:

• Non-negotiable terms
• Flexible terms (room for compromise)
• Red flags to watch for
• When to walk away

Legal Disclaimer: "This is a template for reference. Consult with an attorney licensed in your jurisdiction to ensure compliance with local laws and adequacy for your specific situation."

Present comprehensive contract optimization framework with protective clauses, negotiation strategies, red flag identification, and customizable templates to secure favorable terms and minimize business risks.