Protect Your Business
Before You Deliver

The entire scope of work is described in a single sentence: 'Provider will perform web development services as needed by Client.' That's it. No deliverables, no deadlines, no acceptance criteria. Meanwhile, their payment terms span three detailed paragraphs. This is the blueprint for endless scope creep — they can ask for anything and claim it's 'in scope,' while you have no grounds to bill extra.

The client pays 'within 60 days of receipt of an approved invoice,' plus they have 15 days to approve each invoice. That's 75 days after you submit your bill before you see a cent. If you're a solo freelancer paying rent and buying groceries monthly, this payment cycle is a cash-flow nightmare. Standard for small providers is net-15 or net-30.

The IP clause assigns 'all work product, including methodologies, processes, and know-how developed during the engagement' to the client. That project management framework you refined over years? The client now owns it. The reusable component library you brought in? Theirs now. You can't use your own methods on future projects without risking infringement.

The client can terminate the agreement 'at any time, for any reason, with 7 days written notice.' Upon termination, they pay only for 'completed and accepted deliverables.' If you're mid-project after 3 months of work on a deliverable they haven't formally accepted yet, you could walk away with zero — even if the work is 90% done.

Your liability is uncapped — meaning if something goes wrong, you could be on the hook for damages far exceeding the project value. Meanwhile, their liability to you is capped at 'the total fees paid under this agreement.' If they breach and cost you $50,000 in lost business, your recovery is capped at whatever they've paid you so far — potentially $5,000.

There's no interest on late payments and no penalty for missing payment deadlines. The worst that can happen is you send a reminder email. Professional service agreements should include 1.5% monthly interest on overdue invoices or a flat late fee — otherwise clients have zero incentive to pay on time.