Sample positions from the Contractor / SOW playbook. Used for engaging individual contractors, agencies, and fractional executives.
§ 5 · IP assignment
Who owns the work
Default IP rules for contractor work product.
Ideal
All deliverables and work product are work made for hire; to the extent any work is not work made for hire, contractor assigns all rights worldwide to the customer on payment. Customer also receives a perpetual licence to use any pre-existing IP incorporated into the deliverables.
Fallback
Same assignment, with contractor retaining a non-exclusive licence to use general methodologies and techniques developed during the engagement.
Walk away
Contractor retains ownership and grants only a use licence. Standard for SaaS products; unacceptable for custom development paid by the customer.
§ 3 · Scope and change orders
Scope of work
What gets built, and what happens when it changes.
Ideal
Detailed Statement of Work attached as Schedule A, with deliverables, acceptance criteria, and timeline. Scope changes require a written Change Order signed by both parties; no work outside the SOW is billable without one.
Fallback
SOW with deliverables and timeline; minor scope changes documented by email exchange. Customer not liable for unbudgeted work without prior written approval.
Walk away
Open-ended “time and materials” engagement with no SOW, or SOW that allows the contractor to bill for “reasonably necessary” out-of-scope work without approval.
§ 6 · Termination for convenience
The kill-switch
When the engagement isn't working, how does it end.
Ideal
Customer may terminate for convenience with 14 days’ notice, paying for work completed and reasonable wind-down costs. Contractor may terminate only on customer’s material breach.
Fallback
Mutual termination for convenience with 30 days’ notice. Customer pays for completed work and any non-cancellable third-party commitments.
Walk away
No termination for convenience, or contractor termination triggers payment for the entire SOW regardless of completion.
§ 8 · Confidentiality
Confidential treatment
Contractor's duty to protect customer information.
Ideal
Mutual confidentiality with the customer’s data, business plans, and customer list explicitly listed as confidential. Survival of 3 years post-termination; perpetual for trade secrets and personal data.
Fallback
Same with survival of 5 years post-termination.
Walk away
One-sided confidentiality (only the contractor’s info is protected) or no confidentiality at all.
§ 11 · Insurance
Required insurance
Insurance contractor must maintain during the engagement.
Ideal
Professional indemnity insurance of at least £2 million; public liability of at least £1 million; if handling personal data, cyber insurance of at least £1 million. Certificates on request; customer named as additional insured where relevant.
Fallback
Professional indemnity of £1 million; public liability of £500k; certificates on request.
Walk away
No insurance requirement, or insurance levels disproportionate to the risk of the engagement.