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Startups

Essential Terms for a Startup Contract

A startup contract should, at a minimum, cover IP ownership, scope of work, payment and deadlines, termination terms, and mutual signatures. These provisions protect both sides by clarifying ownership, deliverables, cash flow, and how the relationship can end. Founders should run every key agreement through this five-point checklist before sending or signing it. 

Most early contracts are stitched together from old templates or borrowed forms. The risk isn’t just “bad language”; it’s missing basics. Focusing on five core sections provides a straightforward approach to refining your documents without overcomplicating the process. 

IP and Scope of Work 

Start with ownership. Spell out who owns existing IP, who will own anything created during the project, and what happens to deliverables if the relationship ends. For product companies and agencies, this determines whether you’re building assets for the company or for someone else. 

Next, define the scope of work: what’s being done, by whom, and on what timeline. Vague scopes create disputes about “out of scope” asks and unpaid work. A clear scope becomes your reference point when expectations drift. 

Payment, Deadlines, and Termination 

Payment terms should cover amounts, due dates, invoicing mechanics, and late penalties. This protects cash flow and sets expectations for both finance teams. Tie payments to clear milestones where you can: delivery, acceptance, or monthly retainers. 

Termination terms explain how either party can walk away and what happens if they do. Include notice periods, cure rights for fixable breaches, and what happens to unpaid invoices and work-in-progress. Clean exit language reduces pressure when a relationship needs to change. 

Signatures and Enforceability 

Finally, make sure both parties sign. While some deals can be enforced without a signature, an unsigned document is much harder to prove and enforce. Use e-sign tools where possible and keep a clean copy of the fully executed agreement. That simple step often decides how quickly you can resolve a dispute, or whether you can enforce the deal at all.