I will draft agency msa and client retainer contract with clear IP terms rights
US Attorney Drafted Contracts for Modern Business and Business Startup
About this Gig
As an agency, your client relationships are your most valuable asset. Protect them with a professional Master Service Agreement (MSA) designed for the way modern agencies work.
I am John Delp Scott (US Attorney, Bar #233803), and I draft contracts that help creative, marketing, and development agencies secure retainers, define scope, and protect their hard-earned intellectual property.
A generic contract won't cut it. Your agency MSA needs to address:
- Retainer Services: Clear language defining what is included in a monthly retainer and how overages are handled.
- Intellectual Property: Who owns what? We'll clarify ownership of final deliverables vs. your agency's underlying tools, processes, and "pre-existing IP."
- Client Responsibilities: Clearly state what you need from the client (e.g., approvals, feedback, assets) to keep projects on track.
- Termination & Exit: A clear, professional process for offboarding a client, including payment of final invoices and transfer of assets.
This agreement will serve as the master framework for all your client engagements, allowing you to use simple Statements of Work (SOWs) for new projects.
Field of law:
Business (corporate)
Target country:
United States
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Please note that there is no screening process for this service. We recommend that you message the freelancer and check all necessary details before placing your order. Pro freelancers in this category have gone through a vetting process. You can find more details here.
FAQ
What's the most important clause for an agency?
The Intellectual Property (IP) clause is critical. It must clearly distinguish between the final work product delivered to the client and your agency's valuable, reusable processes, tools, and know-how, which you must retain ownership of.
How does this contract handle retainers?
The Standard and Premium packages include specific language that defines the scope of the monthly retainer, the payment schedule, and the process for handling work requests that fall outside the retainer's scope, ensuring you get paid for all your time.
What is an "IP Clause Matrix" in the Premium package?
Some agencies have different IP models (e.g., full buyout vs. licensing). The matrix is a set of pre-drafted, alternate IP clauses you can easily swap into an SOW to fit the specific IP arrangement for that particular client or project.
Will this make my agency look difficult to work with?
No. A clear, professional contract does the opposite. It shows that you are an organized, professional business. It prevents misunderstandings and provides a clear roadmap for the relationship, which serious clients appreciate.

