Proposals And Contracts

The documents that define engagements, protect both parties, and set projects up for success.

Proposals win work. Contracts protect it. Together, they establish shared understanding before work begins—what will be delivered, for how much, under what terms. Clear proposals and solid contracts prevent most project problems before they start.

Proposals

Purpose of a Proposal

A proposal should:

  • Demonstrate understanding of client's needs
  • Present your approach and solution
  • Define scope and deliverables
  • Establish timeline and process
  • State investment and terms
  • Persuade client to proceed

Proposal Structure

1. Cover and Introduction

  • Project title
  • Client name
  • Your name/company
  • Date
  • Brief personal note

2. Understanding

Show you've listened:

  • Summary of their situation
  • Goals they've articulated
  • Challenges they face
  • Why this project matters

This builds confidence that you understand the problem.

3. Approach

How you'll solve it:

  • Your philosophy or methodology
  • Process overview
  • What makes your approach effective
  • How it addresses their specific situation

4. Scope and Deliverables

Exactly what you'll deliver:

  • Specific outputs (logo, website, guidelines)
  • Format and specifications
  • What's included and what's not
  • Number of concepts, revisions, etc.

Be precise. Ambiguity here causes problems later.

5. Timeline

When things will happen:

  • Project phases with dates
  • Key milestones
  • Client responsibilities and deadlines
  • Dependencies and assumptions

6. Investment

What it costs:

  • Total price
  • Payment schedule
  • What's included in the price
  • What would cost extra
  • Payment terms

7. About You

Why you're the right choice:

  • Relevant experience
  • Similar work
  • Testimonials or references
  • Brief bio

8. Next Steps

How to proceed:

  • How to accept
  • What happens after acceptance
  • Any expiration date
  • Contact for questions

Proposal Tips

Make it scannable: Busy clients skim. Use headings, bullets, whitespace.

Focus on them: More "you" than "we." Address their needs, not your capabilities.

Be specific: Vague proposals get vague responses. Details build confidence.

Show process: Clients buy expertise, not just outputs. Show how you work.

Make it easy to say yes: Clear next steps, simple acceptance process.

Contracts

Why Contracts Matter

Contracts protect everyone:

  • Define mutual obligations
  • Establish terms and conditions
  • Provide recourse if things go wrong
  • Clarify ambiguous situations
  • Formalize the professional relationship

Contract Essentials

Parties

Who is entering the agreement:

  • Legal names of both parties
  • Addresses and contact information
  • Who can authorize changes

Scope of Work

What you're delivering:

  • Reference the proposal or include detailed scope
  • Specific deliverables list
  • What's explicitly excluded
  • Process summary

Timeline

When work happens:

  • Start date
  • Milestone dates
  • Final delivery date
  • What happens if dates slip

Payment

Financial terms:

  • Total fee or rate
  • Payment schedule (e.g., 50% upfront, 50% on completion)
  • Payment method
  • Due dates (e.g., Net 15)
  • Late payment penalties

Revisions

How changes work:

  • Number of revision rounds included
  • What constitutes a revision
  • Process for additional revisions
  • Cost for extra revisions

Intellectual Property

Who owns what:

  • Work product ownership (typically transfers on final payment)
  • Your right to show work in portfolio
  • Any retained rights
  • Third-party materials (stock, fonts)

Confidentiality

Protecting sensitive information:

  • What's confidential
  • How long confidentiality lasts
  • Exceptions (public information, legal requirements)

Termination

How to end the engagement:

  • Termination for convenience (with notice)
  • Termination for cause
  • What happens to work done
  • What fees are owed

Limitation of Liability

Limiting your exposure:

  • Cap on liability (often project fee)
  • Types of damages excluded
  • Professional standards you commit to

Miscellaneous

Standard legal provisions:

  • Governing law and jurisdiction
  • How disputes are resolved
  • How amendments are made
  • Severability (if one part is invalid, rest stands)

Contract Types

Letter of Agreement: Simpler format, less formal, suitable for smaller projects or ongoing relationships.

Master Services Agreement (MSA) + Statement of Work (SOW): Separate overall terms from project specifics. Good for multiple projects with same client.

Full Contract: Comprehensive document covering all terms. More formal, better for larger projects.

Scope Definition

Being Specific

Weak scope: "Design a new logo and brand identity"

Strong scope: "Design a primary logo with horizontal and stacked variations, a secondary mark for social media, color palette with primary, secondary, and neutral colors, typography selection with two typefaces, and a 20-page brand guidelines PDF."

Defining Boundaries

Explicitly state what's out:

  • "Website design is not included"
  • "Copywriting is client's responsibility"
  • "Photography direction is included; photography is not"

Revision Language

Be clear about revisions:

  • "Two rounds of revisions on logo concepts"
  • "A revision is feedback consolidated from one source, provided within 5 business days"
  • "Additional revision rounds at $X per round"

Change Orders

When scope changes mid-project:

When to Use

  • Client requests additional deliverables
  • Significant scope expansion
  • Timeline extension with cost impact
  • Anything not in original agreement

Change Order Content

  • Description of change
  • Impact on timeline
  • Impact on budget
  • Revised total
  • Approval signature

The Conversation

  1. Acknowledge the request
  2. Explain it's outside current scope
  3. Present impact and cost
  4. Offer to prepare change order
  5. Proceed only with approval

Red Flag Terms

Watch out for:

Unlimited revisions: Never agree. Define limits.

Work made for hire from start: You should own work until paid.

Unreasonable liability: Don't accept unlimited liability.

One-sided termination: Both parties should have exit rights.

Full payment only on approval: Tie payments to milestones, not subjective approval.

Non-compete overreach: Reasonable restrictions only.

Getting Signed

Digital Signatures

Tools like DocuSign, HelloSign, PandaDoc:

  • Legally valid
  • Faster than mail
  • Trackable
  • Professional appearance

When Client Pushes Back

If clients want contract changes:

  • Consider reasonable modifications
  • Explain why certain terms matter
  • Be willing to compromise on minor points
  • Stand firm on critical protections
  • Have attorney review significant changes

No Contract?

If client won't sign:

  • Email summary of terms, ask for confirmation reply
  • Document the verbal agreement in writing
  • Proceed with caution
  • Accept higher risk

Walking away is sometimes right.

After Signing

Kickoff

Once agreement is signed:

  • Send welcome and kickoff information
  • Invoice deposit per terms
  • Confirm start date and next steps
  • Begin work only after deposit clears

Document Management

Maintain records:

  • Signed contract copy
  • Change orders
  • Scope modifications
  • Payment records
  • Key correspondence

Contract Reference

Use the contract:

  • Reference when scope questions arise
  • Point to terms when enforcing boundaries
  • Review if disputes emerge

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