Client contract template: the half you rewrite every time.
Six sections of a client contract are identical for every client you will ever sign. Eight of them describe one engagement and nothing else, and those eight are the ones that get copied across from the last job.
A client contract is the agreement you sign at the start of an engagement, covering the work, the fee, the rates for anything added later, and the terms that sit around all of it. The version printed below is filled in for a $31,540 nine-week customer research engagement, and you can copy it, download it as a Word file or take the PDF. Every published guide to this document agrees on roughly the same list of sections, which makes the list the easy part. The split worth knowing is that six of those sections stay identical for every client you will ever sign, while eight of them have to be written from scratch each time, and plenty of agencies reuse exactly the wrong half.
That split isn't a matter of taste, because a rate card carried across from a smaller project quietly underprices every addition on a bigger one, which is the mechanism behind most of what scope creep costs an agency over a year. The confidentiality clause you agonized over last spring, meanwhile, will read identically on the next twenty contracts you sign.
What does a client contract actually have to do?
It has to survive the moment somebody asks for something that isn't in it. The rest of the document, recording who the parties are, when money moves, what happens if the relationship ends badly, is real work, but it's work you need once in a while. The request for extra work arrives on nearly every engagement, usually somewhere between week four and week six, and the contract either has an answer sitting inside it or it doesn't.
The published guides cover much the same ground and differ mostly on arrangement. HoneyBook groups what to include under six headings, being the standard legal elements, project scope, timeline, payment terms, contact and communication policies, and contract clauses. ClientManager runs to ten, breaking out confidentiality and non-disclosure, intellectual property, revisions and amendments, termination, liability and dispute resolution as separate entries. Plutio publishes a generated client service agreement covering broadly the same material in a shorter shape. All three tell you to have a revisions clause. None of them tells you what number belongs inside it, and the number is the entire reason the clause exists.
You can see the same instinct in how agencies talk about these documents. A contract with a revisions section feels finished, and it reads as finished right up until a client asks for a seventh interview and the section says the work includes a reasonable number of revisions. That sentence has no answer in it. The version further down says $640, and the difference between those two contracts shows up as money roughly five weeks in.
Which sections do you write once, and which do you rewrite?
Six carry over unchanged, being confidentiality, ownership, liability, ending the engagement early, governing law, and the clause saying this document replaces whatever was discussed before it. Those six describe the relationship rather than the job, and nothing about a new client changes them. Ownership is the one with a per-client word in it, since its first line names the things being handed over, but the shape of the clause survives the swap.
The eight that get rewritten are the description of the work, the exclusions, the fee and payment schedule, the rate card, the named approver, the schedule and what moves it, what the client has to supply, and the acceptance test. Each one is specific to a single engagement in a way that makes a copied version worse than a blank one, because a blank section gets filled in and a stale section gets skimmed. An acceptance test written for a website launch means nothing on a research engagement. A payment schedule built for three weeks of work won't carry nine.
Agencies tend to get this backwards for an understandable reason. The standing six feel legal, so they feel important, and they're the sections a lawyer will comment on. The other eight feel like admin, so they get pasted in from the last engagement and lightly edited. Then the project runs, a request lands, and the only sections anybody reads are the eight that were pasted. This is the same pattern as writing an exclusion without a price next to it: the words are there, and they settle nothing.
What goes in the per-client half, line by line?
Here is the whole contract, filled in for a real-shaped engagement rather than left as empty brackets. Section 2 is the part you always replace, since it describes somebody else's bicycle manufacturer instead of your client. What carries over nearly word for word is the machinery around it, being the exclusions, the rate card, the named approver, the schedule clause and the acceptance rule, with your own numbers swapped in. The rates below are set for a services engagement somewhere between twenty-five and forty thousand dollars.
Project: [project name]
Reference: [HBW-01]
Date: [date]
1. PARTIES
1.1 Client: Harrowgate Bicycle Works, [address]. Client contact: [name, title, email].
1.2 Agency: [your agency name], [address, email].
1.3 This document covers the work described in section 2, the fee in section 4, the rates for anything added later in section 5, and the way additions get approved in section 6. It replaces any scope described in earlier proposals, emails or calls.
2. WHAT WE'RE DOING
2.1 A research plan, a recruitment screener and a discussion guide, agreed with Harrowgate before any interview is booked.
2.2 Eighteen customer interviews, each sixty minutes, recorded and transcribed, with recruitment and participant incentives handled by us.
2.3 Four dealer site visits inside the continental United States, each a single day, with observation notes and photographs.
2.4 One journey map and one service blueprint covering purchase, fitting, servicing and warranty, with two revision rounds included.
2.5 Two concept testing rounds, each putting the current concepts in front of six participants.
2.6 A written findings report and one recorded readout session for the Harrowgate team.
2.7 Nine weeks from the date both of us sign, on the schedule in section 7.
3. WHAT'S NOT INCLUDED
3.1 Designing or building anything we recommend isn't included, and any design or build work is quoted separately.
3.2 Travel outside the continental United States isn't included. Interviews with participants located elsewhere can be run remotely and are priced at 5.1, with translation at 5.6.
3.3 Translation of the discussion guide, the transcripts or the report isn't included, and is priced at 5.6.
3.4 Survey work isn't included. The numbers in the report describe the eighteen interviews in 2.2 and nothing wider.
3.5 Anything not named in section 2 is priced from section 5 before it starts.
4. FEE AND PAYMENT
4.1 The fee is $31,540, being the research plan, screener and discussion guide at $4,300; eighteen interviews at $640 each, being $11,520; four dealer site visits at $1,250 each, being $5,000; the journey map and service blueprint with two revision rounds at $6,480; two concept testing rounds at $1,240 each, being $2,480; and the findings report with one recorded readout at $1,760.
4.2 Payment is 40% on signature, 30% on delivery of the journey map and 30% on delivery of the findings report.
4.3 Invoices are due fourteen days from issue.
4.4 Travel and participant incentives inside the continental United States are included in 4.1. Travel outside it is quoted separately and agreed in writing before anything is booked.
4.5 If an invoice runs more than fourteen days late we can pause work, and the dates in section 7 move by the working days lost.
5. RATES FOR ANYTHING ADDED
5.1 Additional customer interview, including recruitment, the incentive and the transcript: $640.
5.2 Additional dealer site visit inside the continental United States: $1,250.
5.3 Additional concept testing round: $1,240.
5.4 Revision round on the journey map or the service blueprint beyond the two in 2.4: $820.
5.5 Additional recorded readout session: $890.
5.6 Translation of the discussion guide and one transcript into another language: $410 per interview.
5.7 Anything not listed above: $125 per hour, quoted in writing and agreed before it starts.
5.8 These rates hold for twelve months from the date of this document.
6. WHO CAN APPROVE AN ADDITION
6.1 Harrowgate names one person who can approve an addition and the cost that comes with it: [name, title, email].
6.2 An addition is approved when that person replies in writing to a message naming the work, the price from section 5 and the days it adds. A call, a thread or a verbal yes doesn't start it.
6.3 A second named person may be added at any time in writing.
7. SCHEDULE AND WHAT MOVES IT
7.1 The nine weeks in 2.7 assume the materials in section 8 arrive on the dates agreed at kickoff.
7.2 Every approved addition under section 6 moves the remaining dates by the working days it consumes, stated in the same message that prices it.
7.3 Nothing else moves a date unless both of us agree in writing.
8. WHAT HARROWGATE PROVIDES
8.1 A customer list and dealer contacts for recruitment, within five working days of signature.
8.2 Introductions to the four dealers in 2.3, and confirmation from each that the visit is welcome.
8.3 One named contact who answers questions inside two working days.
8.4 Any existing research, survey data or support records Harrowgate wants us to read, supplied at kickoff rather than after the findings are written.
9. ACCEPTANCE
9.1 Each item in section 2 is accepted when Harrowgate confirms in writing, or five working days after delivery if nothing is said.
9.2 The engagement is finished when the readout in 2.6 has happened and the report is accepted under 9.1.
9.3 Questions about the findings after acceptance are welcome, and are priced at 5.7 only if answering them needs new work.
10. CONFIDENTIALITY
10.1 Neither of us shares the other's non-public information, including anything a participant says in an interview.
10.2 Recordings and transcripts are held by us, identified by code rather than by name, and deleted twelve months after acceptance unless Harrowgate asks for them sooner.
10.3 This section continues after the engagement ends.
11. OWNERSHIP
11.1 The report, the journey map, the service blueprint and the transcripts become Harrowgate's on payment in full.
11.2 Our own research methods, templates, tooling and internal frameworks stay ours, and nothing here transfers them.
11.3 We may describe this engagement in general terms as our work, without naming a participant or quoting anything confidential, unless Harrowgate asks us not to.
12. LIABILITY
12.1 Neither of us is liable to the other for lost profit, lost revenue or indirect loss.
12.2 Our total liability under this document is limited to the fee in 4.1.
12.3 Nothing here limits liability that can't be limited.
13. ENDING THE ENGAGEMENT EARLY
13.1 Either of us can end this with fourteen days written notice.
13.2 Harrowgate pays for work completed and work committed to as of the notice date, including participant incentives already promised and travel already booked.
13.3 Everything completed and paid for passes to Harrowgate under section 11.
14. GOVERNING LAW
14.1 This document is governed by the law of [state], and any dispute is heard there.
14.2 Before either of us files anything, we each name one person and those two have a conversation.
15. THE WHOLE AGREEMENT
This document, once signed by both of us, is the agreement for the work described in section 2. Changes to it are made by the process in section 6, and not by a call, an email or a message thread.
SIGNED
For Harrowgate Bicycle Works: ____________________ Date: __________
For [your agency]: ____________________ Date: __________
Sections 2 through 9 are the eight you rewrite, and they run to about two-thirds of the document by length. Sections 10 through 15 are the six you keep, and on your next contract you will paste them in untouched. Writing them in that order helps, because the engagement is fresh in your head while you're describing it, and the standing terms are already written.
What happens when the client wants the research extended?
In week five of the Harrowgate engagement, a new head of retail asks for six of the remaining interviews to be run with European riders instead, wants the guide and those transcripts translated, wants one more concept testing round with European participants, wants a second readout for the European team, wants the service blueprint revised to cover a European service path, and wants two of the European dealers visited in person.
Five of those six price themselves straight off section 5. The six remote interviews come to $3,840 at 5.1, the translation of the guide and those six transcripts to $2,460 at 5.6, the extra concept testing round to $1,240 at 5.3, the second readout to $890 at 5.5, and the additional blueprint revision to $820 at 5.4. That's $9,250, taking the engagement from $31,540 to $40,790, and the reply naming all of it takes about four minutes to write because every number was agreed in March.
The sixth request is the interesting one. Two dealer visits in Europe are not on the rate card at all, because 5.2 covers the continental United States and 4.4 says travel beyond it gets quoted separately. So that one gets a written quote under 5.7 before anybody books a flight, which is slower than the other five and still a long way better than guessing. A rate card isn't trying to predict every possible request. It's trying to stop the predictable ones from becoming negotiations, and five out of six in a single reply is what that looks like in practice.
Clause 7.2 does the rest of the work. The six added interviews and the translation consume eleven working days before the blueprint can be revised, so the readout moves from week nine to week eleven, and that sentence goes in the same message as the $9,250. The named approver in 6.1 replies with a yes, and the engagement now has a written record of a request, a price and a date change that both sides can still read in November. Handling the request this way is the whole argument behind who owns the scope-change moment, and the contract is what makes owning it cheap.
What changes when the same client comes back?
The document splits in two, along the seam this article has been describing. Harrowgate comes back in February wanting the same kind of research on its commuter range, and rewriting fifteen sections for a client you already have terms with is wasted effort. So sections 10 through 15 become a standing agreement signed once, and each new project gets a short document underneath it carrying its own version of sections 2 through 9.
That second document is a statement of work, and the relationship between the two is worth understanding before you need it, since an old master agreement can quietly overrule last week's fee when the two disagree. The rule that keeps it clean is to let the standing agreement own the terms and let the project document own every number, including the rate card, which should be restated in full on each project rather than referenced back to a contract signed eleven months ago.
You can also run it the other way, keeping one self-contained contract per engagement the way the version above does. For a single nine-week project with a clear end, that's usually simpler, and the comparison between a master agreement and a statement of work covers when the split starts paying for itself.
The half of the contract that a new client never inherits
The rate card is the section that can't be inherited, and on the Harrowgate engagement it's the reason a six-part request in week five turned into a four-minute reply worth $9,250 instead of a conversation about whether the original fee covered it. Seven lines, each with a number, each one written for this engagement and no other. You will paste in the confidentiality clause and the liability cap on your next contract without reading them, and that's fine, because they will be right. Section 5 won't be, and it's the one that decides what the project earns.
Once both sides have signed, the job becomes keeping the record of what gets added to it. Every request wants the same four things written down, being what was asked for, what it costs from section 5, how many days it adds, and who said yes. That's the part that usually falls apart, not because anybody means to lose it, but because it ends up spread across three inboxes and a call nobody took notes on. Writing the scope carefully and then handling every change informally undoes most of the work the contract was doing.
Frequently asked questions
What should a client contract include?
It has to answer the request for extra work that arrives on almost every engagement, and everything else it does is secondary to that. So the sections earning their keep are the ones carrying numbers: a description of the work with counts against it, a list of what's excluded, the fee and when it's paid, a rate card putting a price on each likely addition, one named person whose written yes commits money, and a rule for when the work counts as accepted. Around those sit the standing terms on confidentiality, ownership, liability, ending early and governing law, which matter but rarely change from one client to the next.
Can you reuse the same client contract for every client?
Six of the fifteen sections in the contract above genuinely carry over untouched, being confidentiality, ownership, liability, ending the engagement early, governing law and the clause saying this document replaces whatever was said before it. The other eight describe one engagement and nothing else, and reusing them is where the money goes. A rate card carried over from a smaller project underprices every addition on a bigger one, an acceptance test written for a website makes no sense on a research engagement, and a payment schedule copied from a three-week job won't survive a nine-week one.
Do you need a lawyer to write a client contract?
Most agencies send their own and only bring one in when the engagement changes shape, which is a reasonable way to run a services business at this size. The useful place to spend a lawyer's hour is the standing half, being sections 10 through 15 in the contract above, because those six are the ones you'll reuse on every contract you sign after this one and getting them right once pays forward. The eight per-client sections change every time anyway, so nobody can pre-approve them for you. We aren't a law firm and this isn't legal advice, so have somebody in your own state read the standing half before it becomes your default.
What is the difference between a client contract and a statement of work?
A client contract usually rolls both jobs into one document, which is what the version on this page does, and that works well for a single engagement with a clear end. Splitting them earns its keep once the same client keeps coming back, at which point the contract becomes the standing agreement holding the six sections that never change, and each new project gets a short statement of work underneath it carrying its own scope, fee, rate card and approver.
How do you price work that is not on the rate card?
You quote it in writing before it starts, which is what clause 5.7 in the contract above exists for. A rate card covering the five or six additions you actually see on this kind of engagement will answer most requests in a single reply, and the request it can't answer is still in a better position than it would be otherwise, because both sides can see immediately that it needs a number rather than assuming one. The rate card isn't trying to predict everything, only to stop the predictable things from turning into a negotiation.