Custom Client Services Agreement for Tech Startups

What a good one includes

• A clear IP ownership clause that distinguishes between the client's deliverables and your startup's pre-existing proprietary tools, frameworks, or background code.
• A detailed definition of project deliverables alongside a structured change-management procedure to handle requests outside the original scope.
• A transparent payment schedule tied directly to project phases, including late fees and your right to suspend work if invoices go unpaid.
• A robust limitation of liability clause that caps your startup’s financial exposure to a percentage of the total contract value.
• Explicit terms detailing how either party can terminate the agreement, including notice periods and compensation for work completed up to the termination date.
• Mutual confidentiality provisions that protect both your startup's trade secrets and your client's sensitive business data.

Common mistakes to avoid

• Using generic internet templates that accidentally sign over your startup's foundational codebase or background IP to the client.
• Failing to define a clear definition of done or acceptance testing period, which allows clients to delay payments indefinitely through endless feedback loops.
• Leaving out a specific clause on scope creep, forcing your team to perform unpaid labor to keep the client happy.
• Forgetting to cap your liability, which exposes your young startup to catastrophic financial damages far exceeding the value of the contract.

Frequently asked questions