Contract Basics for Solos (Templates, Must-Haves, and Red Flags)

Most “legal problems” for solos are actually expectation problems: scope is fuzzy, payment timing is unclear, ownership isn’t defined, and then reality happens.

This guide is general information, not legal advice. If your projects are high-risk, high-dollar, regulated, or involve sensitive data, talk to a qualified professional.

Recommended Reading Order (Legal Cluster)

1. Start here: How to choose an entity and set up the basics
2. You are here: Contract basics
3. Next: What you can DIY vs hire (legal edition)
4. Then: Common legal mistakes (and how to avoid them)

For scope control, also read: Scope Creep guide + scripts.

The Minimum Viable Contract Stack

You don’t need a 30-page contract on day one. You need a stack that answers:

1. What are we doing?
2. What does it cost and when do I get paid?
3. What happens when things change?
4. Who owns what?
5. What happens if something goes wrong?

For most service-based solos, a good default is:

• MSA / Services Agreement (the rules of the relationship)
• SOW / Scope of Work (the specific project: deliverables, timeline, price)
• Invoice + payment terms (can be in the SOW, but must be explicit)

If you sell a product (SaaS), replace MSA/SOW with:

• Terms of service
• Privacy policy
• Data processing addendum (as needed for B2B)

MSA vs SOW (and why you should separate them)

• MSA changes rarely. It covers legal “boilerplate” and relationship rules.
• SOW changes every project. It covers deliverables, timeline, assumptions, and pricing.

Separating them lets you:

• reuse the MSA across clients
• keep SOWs short and readable
• reduce negotiation friction

Must-Have Clauses (Plain English)

These are the clauses that prevent the most solo headaches.

Scope + deliverables (the “what”)

Define:

• what you will deliver (format, quantity, quality bar)
• what you need from the client (inputs, approvals, access)
• what is explicitly out of scope

Use this with your scope-control system: Scope Creep guide.

Timeline + dependencies (the “when”)

Include:

• target dates (and what changes them)
• what happens if the client is delayed (pauses, rescheduling fees, timeline extensions)

Pricing + payment terms (the “money”)

Minimum clarity:

• total price (or rate) and what triggers payment
• due dates (net 7/14/30)
• late fees (if you use them)
• what happens on non-payment (pause work)

If you’re setting rates, pair this with: How to price consulting services.

Change control (the “when reality hits”)

Write down your default:

• what counts as a change request
• how you estimate impact (time/cost)
• how changes get approved

Your script can be as simple as:

“That’s outside the current scope. Want to treat it as a change (timeline/price updated), or should we park it for Phase 2?”

IP ownership + licenses (the “who owns what”)

This is where solos accidentally give away their business.

Clarify:

• what is “work product” and when it transfers (often after full payment)
• what you keep (pre-existing IP, frameworks, templates)
• whether the client gets an exclusive license or non-exclusive
• portfolio rights (can you show the work?)

Confidentiality (the “don’t leak stuff”)

At minimum:

• define “confidential information”
• limit use to the project
• define how long confidentiality lasts

If a client insists on an NDA, you can often accept theirs - but watch for overly broad “everything is confidential forever” language.

Warranty + limitation of liability (the “what if it breaks”)

Solos should avoid “unlimited liability” by default. Common patterns:

• disclaim warranties (“as-is” where appropriate)
• cap liability (often tied to fees paid)
• exclude consequential damages

Termination + kill fee (the “if we stop”)

Clarify:

• how either party can terminate
• what happens to work in progress
• what you get paid if the client stops mid-stream

Dispute resolution + governing law (the “if we fight”)

Common options:

• negotiation → mediation → arbitration/litigation
• define jurisdiction/venue

Templates: What to Build (Even If You Start Simple)

You can start with lightweight templates, then upgrade as your deal size grows.

1) One-page SOW template (high leverage)

Include:

• outcome and deliverables
• timeline with milestones
• price, payment schedule, and payment methods
• assumptions + client responsibilities
• change-control summary

2) MSA “lite” (when you need it)

Include the must-haves above and keep it readable.

3) Intake + kickoff checklist

Contracts work best when paired with process:

• access checklist (accounts, logins, assets)
• approval workflow
• weekly update rhythm

If you’re building your operating system, see: Packaging Services for Solo Work.

Segment-Specific Contract Priorities

Builders

Prioritize:

• terms + privacy (and an IP assignment if contractors touch code/design)
• security expectations for B2B (basic language about incident response and data handling)

Advisors (consultants, coaches, fractionals)

Prioritize:

• scope boundaries (what meetings, what deliverables, what response times)
• confidentiality + conflicts (especially if you have multiple clients in a category)

Agencies

Prioritize:

• change control + acceptance criteria for deliverables
• IP ownership + portfolio rights
• subcontractor terms if you bring in help

SMBs

Prioritize:

• deposits, cancellations, and no-show policies (if applicable)
• warranty/guarantee language that matches your actual operations
• documentation/sign-off on work performed

Red Flags (When to Slow Down)

If you see these, consider getting professional review:

• “Work for hire” language that transfers everything, including your pre-existing IP
• unlimited indemnity or unlimited liability
• payment tied to subjective satisfaction (“pay when happy”)
• no change control (“just be flexible”)
• aggressive non-competes or broad exclusivity

If you’re unsure what to outsource vs DIY, read: What you can DIY vs hire (legal edition).

Next Steps

• Revisit entity basics: Choose a business entity as a solo
• Decide what to outsource: DIY vs hire (legal)
• Avoid common traps: Common legal mistakes

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