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Landing your first paying client is a big win. But before you send out an invoice or start the work, one step can protect everything you’re building: the contract.
Startups often skip this or rush through it. A quick email agreement or recycled PDF might feel faster, but that shortcut usually costs more later. A well-written contract sets clear terms, protects your product, and helps you avoid delays, disputes, or unpaid work.
What every startup should include in that first client contract, and why working with a legal contract lawyer California gives you a significant advantage.
Scope creep is real. You start with one deliverable, and suddenly you’re handling extra tasks that weren’t part of the original agreement. That eats into timelines, margins, and team bandwidth.
Your contract should specify what’s included: what you’re delivering, how long it will take, and what’s considered out of scope. Be specific. “Ongoing support” means different things to different people. Write it like someone who was not in the original meeting needs to understand it.
A business contract lawyer can help you create clean scope language and smart add-on terms for anything outside that scope. That lets you stay flexible without giving away work for free.
One of the fastest ways to wreck your runway is to get paid late or not at all. Payment terms should be written clearly: how much, when, and under what conditions.
You’ll want to include:
It’s also smart to include how invoices will be delivered and who handles payment approvals on the client side. These little details avoid a lot of back-and-forth later.
A legal contract lawyer will make sure this section is airtight and written in plain language. They can also help you structure terms that support your cash flow without turning off potential clients.
Startups build valuable things like code, content, designs, and strategies. If you’re creating something for a client, your contract should detail who owns what. A business contract lawyer California can help draft clear ownership terms that protect your startup’s core IP while delivering value to your client.
For client work, it’s common for the client to own the final deliverable. However, you may want to retain rights to frameworks, code libraries, or reusable assets developed in the process. Without that language, you might accidentally give away more than you intended.
If you’re licensing part of your product to a client, you’ll want language around usage rights, restrictions, and termination clauses.
Things change. Sometimes a client pivots, a project pauses, or the relationship stops working. Your contract needs an exit plan, and a legal contract lawyer can help you build a termination clause that’s balanced and practical, giving both sides clarity without creating unnecessary tension.
Include:
Without this section, you risk open-ended projects or unpaid work when things go quiet. It’s not about planning for failure but setting boundaries that let you walk away clean if needed.
If you’re sharing sensitive information like roadmaps, product architecture, or internal tools, you need clear confidentiality language. NDAs are helpful, but many startups include confidentiality directly in the main contract for simplicity.
This section should cover:
Working with a contract lawyer helps you avoid over-complicated clauses while protecting what matters. They’ll tailor the language to the kind of data or strategy you’re sharing, not just use a boilerplate template.
Every contract needs some version of a limitation of liability clause. This tells the client what kinds of issues you won’t be held responsible for and caps how much you could be liable for if something goes wrong. A legal contract lawyer can write this so that doesn’t scare off clients while protecting your business. It’s essential if your work touches data, automation, or third-party platforms.
This section shouldn’t feel aggressive. It’s about protecting your startup from outsized risk, especially when you’re small and cash-conscious.
Founders sometimes worry that contracts will slow down a deal. The truth is, the right contract does the opposite. A clear, well-structured agreement helps your client say yes faster because it answers their questions upfront.
That’s why legal support matters, not to make things longer, but to make them cleaner. You want a document that looks professional, reads easily, and helps everyone start the project on the same page.
Uncommon Counsel offers contract help that’s built for startups. No drawn-out memos. No firm retainers. Just smart contracts that get deals done.
Get in touch here if your first or next client contract is coming up. Let’s build one that works as hard as you do.
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