The Contracts Guide
Here is a quick guide to help you navigate your contract forms, including what the forms are, how to use them, and what the terms mean.
The Forms
Your contracts bundle likely includes some combination of the following forms, as relevant to your business:
Client Services Agreement - For when you are onboarding a new client for your services.
Terms of Use / Privacy Policy - For your website.
Contractor Agreement - For when you are hiring 1099 independent contractors for their services.
Employment Agreement - For when you are hiring your w2 employees to work for you.
NDA - For when you are sharing confidential information with someone and don’t already have a contract with them that includes confidentiality.
Media Release - For when you are recording a podcast, video, or other content featuring someone else and need their consent for your usage of the content.
Event Release - For when you are hosting an event and need protections and releases from the participants.
Licensing Agreement - For when you are licensing something from or to someone else.
Custom Manufacturing Agreement - For when you are hiring a manufacturer to build your original products.
Affiliate Agreement - For when you are hiring someone to help promote your offerings in exchange for a sales commission.
Brand Ambassador Agreement - For when you are being hired for influencer / brand ambassador services.
How to Use Them
1. REVIEW THE TERMS
First, review the forms at your convenience. I know it’s a lot of legal to go through, so feel free to review them as you need to use the forms and let me know of any questions or updates you would like. We can connect to make changes as needed.
Typically, most customization (if any) happens within the client services agreement form(s) as each business may have its own custom terms that it wants to include or update. The NDAs, web terms, contractor terms, guest releases, and other general forms are less likely to need customization, but we can of course connect on those as well.
The bundle includes up to 1 hour of customization and consulting as needed, which is typically plenty of time for reasonable edits. If you need help beyond that, we can coordinate.
2. PREPARE THE SCOPE OF WORK
Some of the contract forms include scopes of work (“SOW”) where you can include custom terms for each client or project as applicable. This way, you generally don’t need to update the legal terms in the contact, you can just fill in the details about your client, services, deliverables, and fees in the SOW as applicable.
For example, our services agreements, worker agreements, and product order agreements typically all reference an SOW where you can fill in the right details about the engagement. Feel free to send me a draft of your SOW(s) and I can review to confirm all looks good.
Note, an SOW can generally be any writing you agree to with the client. So that could be the sample we have included in the contract, or it could be a separate PDF proposal, a simple e-mail, or any other writing you agree to with the client, and all of those agreements are considered an SOW governed by the contract.
So, if your contract includes reference to an SOW, make sure you prepare one before you send the contract. To craft a solid SOW, you can check out our SOW guide, and you can check with us for help as needed.
2. SEND & COLLECT SIGNATURES
When ready, send the contract to the party you are contracting with. You could either send it over e-mail for their review if you want to give them an opportunity to comment, or just send it straight for e-signing through an e-signature platform.
Your client can sign digitally, in-person, or they could print and sign and send back a photo signed copy. Any of those methods works as long as you have a saved copy of them signing the contract. If they request changes to the contract, send those to us for our review.
Note on Web Contracts: If the contract is your web terms of use and privacy policy, then they should be clearly linked on your website. In addition, your customers should check a box confirming their consent to your terms when they check-out for any of your offerings. However, an SOW can generally be any writing you agree to with the client. So that could be the sample we have included in the contract, or it could be a separate PDF proposal, a simple e-mail, or any other writing you agree to with the client, and all of those agreements are considered an SOW governed by the contract. So, if your contract includes reference to an SOW, make sure you prepare one before you send the contract. To craft a solid SOW, you can check out our SOW guide.
What the Terms Mean
Below are brief summaries of each form:
Client Services Agreement
Parties - The contract is entered into between your company, and the client identified on the signature line. You can identify your client on the signature line and on the SOW.
Services / Deliverables / Fees - The specific services, deliverables, and fees for the project are as specified on the SOW.
Communication - Your client must provide prompt feedback and access to everything you need for the services.
Project Changes - If your client requests changes to the project, or if changes become necessary, then additional fees may apply, timelines may change, and a new SOW may be required.
Early Termination - If the client cancels the agreement early, we often require that that they still pay the full fee on the SOW, or some other termination fee. This can be customized as preferred.
Intellectual Property - Here, we confirm who owns which intellectual property. Typically, the client maintains ownership to their content, you maintain ownership to your content, and each party is granted limited rights to use the other’s content in connection with the services. If the services involve producing creative deliverables, you typically either assign the client ownership to the final deliverables or grant them some other limited license to them. This can be customized as needed.
Confidentiality - Both parties agree to keep the other’s confidential information confidential.
Warranties - You promise to perform the services as outlined, but you don’t guarantee any particular results for your client otherwise.
Disclaimers - If the services involve wellness services, then we typically disclaim that the services are not medical advice. If the services involve creative services, we typically confirm that the client is giving you artistic discretion and can’t refuse to pay you if they subjectively don’t like the results.
Limitations on Liability - If you end up liable to the client for something related to the services, like somehow you fail to properly perform the services and the client is pursuing you for money, then we say the money you have to pay the client can’t exceed the fees they paid to you, and that you can’t be liable for other things like the client’s loss of profits or other secondary damages from the breach. This helps limit your potential liability if things go wrong.
Indemnification - If your client gets you in trouble, then they agree to pay your damages. Like if your client uses your content in illegal way, and then you get sued as result, then they have to pay your legal fees and any other costs you incur.
Miscellaneous - You are working as an independent contractor, on a non-exclusive basis, and if there are any disputes they will be resolved in your state and county.
Our service agreement terms will vary from contract to contract, but generally, most of our service agreements include these terms:
Contractor Agreement
Be careful to only use this form when your engagement with the worker qualifies as an independent contractor relationship. See this quick guide about hiring contractors versus employees.
Parties - The contract is entered into between your company, and the independent contractor identified on the signature line. You can identify your contractor on the signature line and on the scope of work (“SOW”).
Services / Deliverables / Fees / Term - The contractor’s specific services, deliverables, fees, and timelines can be specified in the SOW, or in any other writing agreed to between you and the contractor, all of which are governed by the contract. If you need help preparing an SOW, let us know.
Termination - You can terminate the contract anytime and just pay the contractor for their services performed through the date of termination. The contractor can only terminate when there is not an active SOW.
Relationship - You are hiring the contractor as an independent contractor, not as an employee.
Intellectual Property - The contractor is assigning you all work product associated with the services. They promise to make original work product that does not infringe anyone else’s rights.
Confidentiality - The contractor agrees not to share or use your confidential information for any purpose outside the scope of the services.
Non-Solicitation - The contractor agrees not to solicit your clients, customers, or workers for independent business activities during the term and for 18 months after.
Limitations on Liability - If you end up liable to the contractor for something related to the services, like if you fail to pay them and the contractor is pursuing you for money, then the contract states that the money you have to pay the contractor can’t exceed the fees owed to them under the agreement, and that you can’t be liable for other things like the contractor’s loss of profits or other secondary damages from the breach. This helps limit your potential liability if things go wrong.
Indemnification - If the contractor gets you in trouble, then they agree to pay your damages. Like if the contractor creates infringing content, and then you get sued as result, then they have to pay your legal fees and any other costs you incur.
Dispute Resolution - If there are any disputes they will be resolved by arbitration in your state and county, and you have the right to get an injunction to make the contractor do or not do something if needed (like make them return materials, or make them not use your property).
Web Terms / Privacy Policy
Our terms of use and privacy generally includes the following terms:
TERMS OF USE
Applicability - By accessing the site and/or purchasing your services and/or products, all users agree to the terms.
Healthcare Disclaimer - If your site relates to wellness offerings, users acknowledge and agree you do not provide medical services and release you from any such claims.
Content on the Site - You own all of the intellectual property on the site and in connection with your services and products and users cannot use your intellectual property without your permission.
Conduct on the Site - Users must be 18, truthful, and refrain from engaging in certain prohibited / unlawful conduct.
Privacy Policy - All terms are subject to the linked Privacy Policy.
DMCA Copyright Infringement - If any user feels your site infringes on their intellectual property rights they must follow DMCA protocols to give you an opportunity to cure the issue before any claims are filed.
Terms of Sale - Users can buy or ask to book your offerings through your site (if any). Details and rates regarding your offerings are as listed on your site, but may be incorrect or subject to change. All sales are final, subject to your discretion. Users authorize you to charge their card for fees. Products and services are for personal use only.
Disputes - Any disputes must first be submitted to you for consideration. If no resolution is reached, disputes can only be resolved through binding arbitration pursuant to AAA, or small claims court if applicable.
Indemnification - Users indemnify you and hold you harmless for any damages arising out of their use of your site, services or products.
No Warranties - The site, services and products are offered as-is with no guarantees or warranties.
Limitation on Liability - Users cannot collect consequential damages. We say the maximum liability you can incur are fees paid to you by the user.
Termination and Survival - Terms apply indefinitely until modified or terminated by you.
Jurisdiction / Governing Law - Disputes will be resolved in your county and state.
PRIVACY POLICY
Type of Information We Collect - This lists types of data you may collect and the legitimate ways you may use it. To the extent some of these do not apply to you, or if there is additional data that you collect, we can modify as applicable.
Use and Processing of Information - You use data to identify users, provide services, improve offerings, streamline payment processes, conduct analytics, respond to inquiries, send promotional materials, and for internal admin purposes.
Sharing of Information - You may share data within your company and with affiliated companies with common control, and with service providers, or if you are acquired, and if required by law. All other disclosures generally require user consent. If you want to sell or use data to third parties we can modify the policy.
Your Choices - Users can access, change, delete their data and may contact you to object to or revoke certain data collection.
How We Protect Personal Information - You take reasonable measures to protect data but cannot guarantee protection.
California Privacy Act - Users can request information about how their data is shared.
Children's Privacy - You do not intentionally collect data of users under the age of 13.
Users Outside the U.S. - Foreign users acknowledge and agree to this policy and U.S. laws.
Residents of the European Economic Area - EEA users have rights to access, modify, delete or object to data collection and use.
Miscellaneous - Personal information is processed in the U.S. You have no control over third party websites linked on this Site. You may change your Privacy Policy anytime.
OTHER NOTES & INSTRUCTIONS
Site Links - Ensure both the Terms of Use and Privacy Policy are clearly linked on your site. The footer of the page is common.
Internal Links - When uploading these onto your site, note that Terms of Use need links to the Privacy Policy in a few places, which are highlighted in the Terms of Use.
Acknowledgement Buttons - You should include buttons or other acknowledgements where users purchase Services and/or Products confirming that by making the purchase they agree to the Terms of Use and Privacy Policy (with links).
Updates - If you ever update these, you should send a notice to your user base.
Below is a brief summary of the terms of the other general contract forms we may have provided:
Other Forms
NDA / MUTUAL NDA
You may share confidential information with the other party to explore a potential business relationship and the other party agrees not to share or use any of the confidential information that you share with them for any unauthorized purposes.
If its a mutual NDA then you both agree to that with regard to the other’s confidential information
MEDIA / TALENT / PODCAST / GUEST RELEASE
The guest or talent allows you to record them, agrees that you own the recording and can use it for your business purposes, and agrees not to sue you for the usage.
You can specify details on the SOW.
EVENT RELEASE
The event participant agrees to all risks associated with attending the event and agrees not to sue you if they are harmed.
They agree you can record them at the event and use that content for marketing purposes.
They agree that you own all content at the event and not to use it for any outside purposes.
LICENSE AGREEMENT
One party is licensing certain assets to the other party for a limited purpose, as specified in the SOW.
The party using the assets cannot use the assets for any outside purpose outside the scope of the license.
The party licensing the asset promises that they own or have permission to give the license.
Each party agrees to cover the other party’s damages if they cause the other party to get into trouble.
And each party’s potential damages to the other are limited, and don’t include secondary or consequential damages like lost profits.
CUSTOM MANUFACTURING AGREEMENT
The supplier agrees to make you custom products as outlined in a SOW or purchase order.
The supplier agrees that you own all of your intellectual property, confidential information, and their work product, and they agree not to use your intellectual property for any other purpose.
They promise that the products produced will comply to your specifications and will not be defective, and you have rights to a refund or replacement if they are in breach of the warranty.
The supplier agrees to cover your damages if they do something that gets you in trouble, and your liability to the supplier won’t exceed the fees owed to the for their manufacturing services.