$575 flat review available
One agreement reviewed and redlined from the contractor's side: a tracked-changes redline of the provisions that need to move, a short written response memo you can adapt for the other side's counsel, and up to three focused email revision rounds. Larger, multi-document, or heavily negotiated matters are quoted separately or billed at $240 per hour.
Start package intakeWho this is for, and who it is not
For
Shopify Plus and web development agencies, SaaS implementation consultants, UX and design studios, marketing and creative agencies, AI automation consultants, dev shops, no-code and low-code builders, and fractional CTOs negotiating an MSA, SOW, retainer, launch, or support agreement from the contractor side.
Not for
Employment disputes, consumer disputes, litigation or arbitration representation, or emergency injunctions. Multi-document deals and active negotiations are scoped separately.
Sample agency scenario: a client's in-house legal sends back redlines
An agency wins an $18,000 per month Shopify Plus build and ongoing growth retainer. The proposal and statement of work are agreed in principle, then the client's in-house legal team sends back a marked-up master services agreement. The redlines ask for ownership of all custom code and "work product," strip the liability cap with carve-outs for confidentiality, all indemnification, and IP, add an uncapped "indemnify, defend, and hold harmless" duty for anything arising out of the work, cap any early-termination reconciliation at 20 hours, leave acceptance open-ended with no deadline, define data-security obligations to cover all client data across every system, and set Delaware law with AAA arbitration in the client's city. The agency reuses a large internal component library and integrates Klaviyo, Recharge, and Avalara. The question is what to push back on before signature.
- Review focus
- Does the assignment sweep in the agency's reusable code and toolkit?
- Is the liability cap real, or gutted by the carve-outs?
- Is the indemnity tied to the agency's fault, or open-ended?
- Can the agency suspend work and withhold handoff for nonpayment?
- Does the termination clause pay for front-loaded work actually performed?
- Do Delaware law and the restraints hold up for a California agency?
Why agency contracts are different from a one-off freelance gig
An agency is not selling a single throwaway deliverable. It is selling repeatable capability, and a client-drafted contract can quietly tax that capability.
Your reusable toolkit is the business
An agency lives on its component library, frameworks, methodologies, and internal tools. A broad assignment of "all work product" can hand a piece of that engine to a single client and impair every future project.
Work is front-loaded and reserved
Discovery, architecture, and build happen early; a retainer reserves capacity. Termination for convenience with a low reconciliation cap can leave the agency unpaid for work it already performed.
You configure platforms you do not control
Shopify, Klaviyo, Recharge, Avalara, Stripe, hosting, and DNS can fail, change pricing, or lose data. Without a disclaimer, an agency can be blamed for conduct it never controlled.
The client controls the content and the claims
The client owns its products, marketing claims, data, and regulatory posture. An indemnity for "anything arising out of the work" can pull all of that onto the agency.
The seven-lens contractor-side review
The layered way an agency agreement is mapped before signature: IP and ownership, the liability cap, indemnity, scope and revisions, payment protection, termination, and California enforceability.
Where contractor-side protections live in the deal
Protections are not one clause. They run across the whole agreement, from the proposal to the signature page and the eventual file handoff.
The point is not to read only the clause the client wants to discuss. A contractor-side review reads the whole agreement: what is assigned, what is capped, who indemnifies whom, when work is accepted, when you get paid, what happens on exit, and whether the procedural and restraint terms hold up for a California business.
Twelve places a client-drafted agreement shifts risk onto the agency
These are the recurring contractor-side exposures I look for first. Each is a benchmark for what to negotiate, not a verdict on your specific contract.
Reusable IP accidentally assigned
A broad "all right, title, and interest in all work product," especially with a work-made-for-hire label, can sweep your component library and internal tools into client ownership, not just the bespoke deliverables.
Liability cap gutted by carve-outs
A cap that excludes confidentiality, all indemnification, IP, and gross negligence can be no cap at all, because serious claims are usually pleaded as one of those.
Indemnity too broad
"Indemnify, defend, and hold harmless" for anything "arising out of the work" reaches far past your own fault and can capture the client's content, claims, and data.
Client regulatory risk shifted to you
Data-security and compliance covenants that cover all client data and the client's own privacy posture make the agency an insurer of obligations the client controls.
No right to suspend for nonpayment
Without an express suspension right, you must keep performing while invoices go unpaid, and may be forced to hand off deliverables and ownership before being paid.
Milestones become termination traps
Milestone or acceptance gates with no deadline and a subjective standard let the client stall payment and reject finished work after its own delays.
Open-ended acceptance
Acceptance "to the client's satisfaction" with no window gives a subjective veto over completion and payment, long after delivery.
Early termination underpays front-loaded work
Termination for convenience with an arbitrary reconciliation cap, such as 20 hours, can strand you on discovery, architecture, and build you already performed.
Third-party platform failures blamed on you
Downtime, pricing changes, bugs, or data loss on Shopify, Klaviyo, Recharge, Avalara, Stripe, hosting, or DNS can be pinned on the agency without a platform disclaimer.
Forum makes disputes expensive
Delaware law, a distant venue, or a bare AAA arbitration clause that leaves seat, arbitrator count, hearing format, and fees undefined can raise the cost of any dispute for a California agency.
Non-compete and non-solicit overreach
Restraints on your ability to do business and employee non-solicits are frequently void in California, and a survival clause can extend an unenforceable restraint past the engagement.
Warranty promises too much
A warranty that the work complies with all laws, is fit for the client's purpose, or will not infringe regardless of client inputs can make you guarantee outcomes you do not control.
What a full review and redline produces
Beyond the preliminary scan, these are the contractor-side structures a paid review and redline can put into the agreement.
Background-IP carve-back
Assign only the client-specific deliverables on full payment; retain Contractor Background Technology, including modifications, adaptations, and configurations of your pre-existing materials, and license what is embedded.
A real liability cap with a super-cap
Keep uncapped liability to a few narrow items, super-cap confidentiality and data, keep general indemnity inside the cap, and add a mutual consequential-damages waiver.
Fault-based, mutual indemnity
Narrow your indemnity to claims caused by your breach, gross negligence or willful misconduct, or your own IP, with a matching client indemnity for client materials, claims, data, and regulatory content.
Bounded scope and acceptance
A definite SOW, a written change-order trigger, a fixed acceptance window with deemed acceptance, and day-for-day extensions for client-caused delay.
Suspension for nonpayment
An express right to suspend work, pause timelines, and withhold deliverables and ownership transfer if undisputed invoices go unpaid after notice.
Pay-for-work on exit
Reasonable cure periods, payment for work performed through termination, itemized reconciliation without an arbitrary hour cap, and handoff conditioned on payment of undisputed amounts.
Third-party-platform disclaimer
Responsibility limited to commercially reasonable configuration of Shopify, Klaviyo, Recharge, Avalara, Stripe, hosting, and DNS, with client responsibility for platform selection, credentials, and fees.
California enforceability cleanup
Restraints limited to the active term, employee non-solicits narrowed or dropped, a reciprocal attorney-fee clause, and a defined arbitration seat, rules, and remote-hearing option if a foreign law is accepted.
California enforceability benchmarks
California is unusually protective of the contractor here, but the rules differ by context, so the page should not overstate them.
Employment non-competes
Post-employment non-competes are generally void under Business and Professions Code section 16600 (Edwards v. Arthur Andersen), and section 16600.5 with the 2024 legislation (SB 699 and AB 1076) strengthened that policy, made such contracts unenforceable regardless of where and when they were signed, and added employee remedies and an employer-notice duty.
Employee non-solicits
These are high-risk and are generally treated as unenforceable after AMN Healthcare v. Aya Healthcare, a Court of Appeal decision reinforced by the 2024 amendments. It is appellate and statutory authority, not a California Supreme Court holding, so enforceability still turns on the specific clause.
Business-to-business restraints
The rule is different. In Ixchel Pharma v. Biogen (2020) the California Supreme Court held that section 16600 reaches commercial contracts between businesses, but that those restraints are generally evaluated under a rule of reason rather than treated as void per se. So an agency-client competitor restriction is not automatically void; the safer approach is to limit it to the active engagement, define the restricted category narrowly, exclude pre-existing clients and general agency work, and avoid survival after termination.
Limitation of liability
Civil Code section 1668 voids terms that purport to exempt a party from its own fraud, willful injury to person or property, or violation of law, and in New England Country Foods v. VanLaw Food Products (2025) the California Supreme Court held a damages-limitation clause invalid as applied to willful injury under section 1668. That does not make ordinary commercial liability caps invalid; it means a cap should not be drafted or described as insulating fraud, willful injury, or statutory violations. An ordinary cap for pure breach of contract, absent violation of an independent duty, is not what the decision invalidates.
Warranties
Commercial Code section 2313 is sale-of-goods language (an affirmation of fact about goods can create an express warranty). It does not by its own terms govern a pure services or software engagement, but it is a useful warning by analogy: in service and software agreements the same concern appears through express contractual warranties, negligent misrepresentation, and false-promise theories, so avoid promising legal compliance, platform outcomes, SEO rankings, accessibility compliance, or regulatory sufficiency unless that is actually in scope.
Attorney fees
Civil Code section 1717 makes a one-sided contractual attorney-fee clause reciprocal.
These are general benchmarks, not legal advice; enforceability turns on the specific clause, who it binds, and the facts.
Why this is different from a normal TOS review
A standard Terms of Service review looks at a website's consumer-facing policy. This workroom does something else: it reads a business-to-business service agreement from the contractor's side. It maps where the IP assignment can sweep in your reusable code and toolkit, where the liability cap is quietly gutted by carve-outs, where the indemnity is open-ended, where loose scope and acceptance language invite unpaid work, where payment and suspension leave you exposed, and where termination and California enforceability terms put a California agency at a disadvantage. The goal is to show you what is worth negotiating before signature, from your protective perspective.
What the $575 review includes
The standard flat fee for a single web, software, design, or marketing service agreement reviewed and redlined from the contractor's side. Larger, multi-document, or heavily negotiated work is quoted or billed at $240 per hour, disclosed before any such work starts.
Attorney review of one agreement
One MSA, SOW, retainer, NDA, or similar web, software, design, or marketing service agreement, read from the contractor's side, or the client's redlines.
Tracked-changes redline
A redline of the provisions that need to move: IP and background-IP, the liability cap, indemnity, scope and revisions, payment and suspension, termination, and California enforceability.
Short response memo
A brief written memo you can adapt for the other side's counsel, explaining the key issues and the reason for each change, plus a what-is-missing audit of protections that are simply absent.
Up to three rounds of revisions
Up to three rounds of email revisions on the language reviewed. Extended back-and-forth with the other side's counsel beyond that is the quoted negotiation phase.
What to gather before you request a review
Having these ready makes the review faster and the redline more useful. A clean tracked-changes redline is easier in the original Word file than from a PDF.
- Bring this to the review
- The contract as an editable Word version, not only a PDF
- The client's redlines, if the client's legal team has sent any
- The statement of work, order form, or proposal
- The specific changes the other side asked for, if there is a list
- Your deadline for signature or a response
- Your state of formation and where the agency operates
- Whether the work touches a regulated industry, such as health, finance, or alcohol
- Which third-party platforms you configure, such as Shopify, Klaviyo, Recharge, Avalara, or Stripe
- Whether you reuse code, components, or design systems across clients
- Whether you carry errors-and-omissions or cyber insurance, and at what limits
Clause catalog
Each clause module has trigger inputs, the contractor-side risk, and the safeguards typically needed. Use it to check whether the agreement protects what your agency actually needs to protect.
Paste your contract or the client's redlines
Paste as much real text as you can across these tabs. The scan reads the agreement from the contractor's side and maps the IP, liability, indemnity, scope, payment, termination, and California enforceability risks into a structured view.