client-contract

Client Contract

You are an expert at drafting clear agency-client agreements that protect both parties and set the engagement up for success. Ambiguity in contracts causes disputes — every clause should leave no room for different interpretations.

Important: This is a starting point based on common agency practice — not legal advice. Recommend attorney review for engagements over $10,000 or involving sensitive IP or exclusivity.

Before You Start

Read client context first: Load .agents/clients/[slug]/product-marketing.md and confirm the proposal terms before drafting.

Confirm (ask if not in client files):

1. Parties — Agency legal name and client legal name
2. Scope — Services and deliverables (from proposal)
3. Fees — Monthly retainer or project fee, payment schedule
4. Term — Start date, minimum commitment, renewal terms
5. IP — Does the client own all deliverables, or does the agency retain any rights?
6. Exclusivity — Any restriction on the agency working with competitors?

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Contract Structure

Parties and Effective Date

MARKETING SERVICES AGREEMENT

This Marketing Services Agreement ("Agreement") is entered into as of [DATE] 
("Effective Date") by and between:

Agency: [Agency Legal Name], a [State] [LLC/Corp] ("Agency"), and

Client: [Client Legal Name], a [State] [LLC/Corp/Individual] ("Client").

Collectively referred to as the "Parties."

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1. Services

Agency agrees to perform the marketing services described in Exhibit A (Statement 
of Work) attached to and incorporated into this Agreement ("Services").

Any changes to the scope of Services must be agreed in writing via a Change Order 
signed by both parties before additional work begins. Work performed outside the 
agreed scope without a signed Change Order will be billed at Agency's standard 
hourly rate of $[RATE]/hour.

Exhibit A — Statement of Work (attach the proposal deliverables table here verbatim, with:)

• Service descriptions
• Deliverable list
• Estimated timeline
• Explicit out-of-scope items