So, you’ve started your business, you’ve got a potential client lined up, and you’re ready to make things official. But what actually happens next? The contracting process can feel daunting, especially if you’re new to it. But once you break it down, it’s just a series of practical steps to make sure both you and your client are on the same page and each feel protected if the relationship needs to end. A prenup for a business relationship of sorts. Let’s walk through it, step by step.

Step 1: The Pitch and Proposal

The first step in most service-based businesses (like a content creator, studio, agency, photographer) is sharing your "pitch materials" or services offering. This might include:

• A breakdown of your services and what you have to offer is different
• Examples of past work or case studies
• Testimonials from happy clients

Once your client expresses interest, you’ll move to the pricing proposal. This can be as simple as:

• “Three logos for $500" by email

Or as complex as:

• “Custom website design and development, including front-end and back-end work, for $10,000 over six months.”

The goal at this stage is for both parties to agree on what’s being delivered and at what cost.

Step 2: Drafting the Contract

Once you’ve aligned on scope and pricing, it’s time to send over your Master Services Agreement (MSA) and a Scope of Work (SOW).

• Master Services Agreement (MSA): This outlines the legal framework for your working relationship—payment terms, termination rights, intellectual property rights, confidentiality, etc. We will get into more details on this below, but rest assured, Counsel Club has an MSA tailored just for your business.
• Scope of Work (SOW): This covers the commercial terms—what you’re delivering, timelines, milestones, and payment amounts.

If you’re using Counsel Club’s contract generator, you’ll start with a template agreement tailored to your business. You’ll fill in details like:

• Your client’s legal name (if you’re unsure, ask them or leave it blank for now).
• The specific deliverables, fees, and timelines. It's important to be reasonably specific, especially around fees and timelines, so that there are no surprises between you and your client down the road.

Pro Tip: Send the agreement as a PDF for signature but have a Word version ready, especially if your client has an in-house legal team.

Step 3: The Redline Process

Clients, especially institutional clients (like a large corporate organization) or those with legal resources, might not sign your contract as-is. Instead, they’ll send back a marked up version (sometimes called a redline)with proposed changes.

Those comments may include minor tweaks to wording or clarifications. You can usually handle these yourself.

Alternatively, the changes may be more significant and include major shifts in payment terms, termination rights, or intellectual property clauses.

At this point, you may want legal support, including Counsel Club's contract and redline reader tools and receive insights into:

• What changes were made
• How they affect your business
• Recommendations on whether to accept, push back, or propose a compromise

We also offer a concierge service to help you manage more complex redlines.

Step 4: Negotiation and Finalization

Once you’ve reviewed the redlines, you’ll enter the negotiation phase. This can involve:

• Explaining your reasoning behind key terms (e.g., “We can’t allow termination without cause because it puts our team’s resources at risk if you can terminate in the middle of the term. The term is only 3 months here anyway, so this is reasonably protective of your business too.”)
• Finding a middle ground (e.g., “We’ll allow termination with 30 days’ notice and payment for all completed work.”)

Some common points of negotiation include:

• Termination Clauses: Clients may want the right to end the agreement at will; you might want safeguards to ensure you’re compensated for your time and effort.
• Intellectual Property (IP): Clients might want immediate ownership of deliverables; you might prefer ownership to transfer only after full payment.
• Scope of Work: Clients might push for faster timelines, additional deliverables, or more revision rounds.
• Indemnification Provisions: Clients may want more protection around indemnification (i.e., when you are liable for third party lawsuits against them)

At this stage, clarity and professionalism are key. Push back when necessary, but always anchor your reasoning in business realities, not emotion. It's hard to do at first, but it's a necessary step in the client process to protect your business in the future.

Step 5: Final Signatures and Kickoff

Once both parties agree on the terms, the final contract is signed—usually electronically. At this point:

• Make sure both sides have a fully signed PDF of the final agreement, with everything fully dated.
• Store a copy securely (Counsel Club can help with that, too).
• Celebrate! You’ve just closed a client and now your business is taking off!

Step 6: Lessons Learned for Next Time

Every contract negotiation is an opportunity to refine your process. After finalizing an agreement, ask yourself:

• Did certain terms consistently cause pushback?
• Are there sections of your agreement that could be clearer?
• Did the process take longer than expected?

Updating your MSA over time to reflect these insights will make each new contract smoother.

The Big Takeaway: Be Prepared, Be Professional

The contracting process might seem intimidating, but it’s ultimately about setting clear expectations and protecting both sides. Having a robust MSA template, knowing how to handle redlines, and being ready to negotiate calmly and confidently are all essential skills for running a services business.

With Counsel Club’s tools, you’ll have everything you need to draft tailored, professional contracts, review and understand redline and negotiate from a place of confidence.