What each clause actually does, sample wording, and the red flags worth catching before you sign.
Defines how a client formally approves a deliverable — and what happens if they don't respond at all.
Lists the conditions the price and timeline were built on — and signals that the deal changes if any of them turn out to be false.
Gives one party the right to inspect the other's records — usage data, billing, security practices — under defined conditions.
Automatically extends a contract for another term unless one party gives notice by a deadline.
Sets the process and consequences for either party ending the engagement before the agreed end date.
Defines the formal process for adding, removing, or modifying scope after the contract is signed — and requires sign-off before extra work starts.
Lists what the client must provide or do — content, access, approvals, feedback — for the project to stay on schedule.
Restricts how each party can use or share the other's non-public information during and after the engagement.
Sets how personal or sensitive data encountered during the engagement must be handled, stored, and secured.
Itemizes exactly what will be produced and delivered under the engagement — the concrete list a Statement of Work usually expands on.
Sets the required process — negotiation, mediation, arbitration, or litigation — for resolving a disagreement before either party can sue.
Explicitly lists what is not included in the engagement — the direct complement to the deliverables clause.
Sets which out-of-pocket costs the client will reimburse, and what approval or documentation is required first.
Excuses a party from performance obligations when an extraordinary event outside its control makes performance impossible.
Specifies which jurisdiction's laws apply to interpreting and enforcing the contract.
Defines whether ongoing hosting and maintenance are included after launch, and on what terms if they continue.
Requires one party to cover the other's losses, legal costs, or damages arising from specific listed causes.
Requires one or both parties to carry specific types and minimum amounts of insurance coverage during the engagement.
Determines who owns the work product — the client, the agency, or some split between the two — once it's created and paid for.
Guarantees a minimum payment to the agency if a project is cancelled or a deliverable is rejected before completion.
Sets what happens when an invoice isn't paid by its due date — interest charges, late fees, or a right to pause work.
Caps the total amount either party can be required to pay in damages if something goes wrong.
Restricts one party from working with a competitor or in a competing capacity for a defined period and geography.
Restricts one party from hiring or soliciting the other's employees or contractors during and after the engagement.
States directly that any work not listed in the deliverables or SOW requires a separate change order and additional fee before it begins.
Sets when and how the client pays — a deposit, milestone payments, monthly retainer — and the amount due at each point.
Grants (or withholds) permission to publicly reference the engagement — in a portfolio, case study, or marketing material.
Sets the process for extending an engagement into a new term, whether automatic or requiring active agreement from both sides.
Caps the number of feedback-and-revision rounds included in the fee before additional rounds are billed separately.
Sets the measurable performance standards a vendor commits to — uptime, response time, resolution time — and what happens when they're missed.
States whether — and under what conditions — an agency can bring in outside contractors or firms to perform part of the work.
Sets the conditions under which either party can end the agreement entirely, including for-cause termination and its consequences.
States how costs for outside tools, licenses, or vendors used on the project are billed — passed through, marked up, or included in the fee.
Sets the project schedule — key milestone dates, the final delivery date, and what happens if either side causes a delay.
States what the agency guarantees about the delivered work — that it will function as specified, be free of known defects, or meet stated standards — for a defined period.