The freelance hustle is no joke. Sometimes being a solopreneur can be incredibly stressful. I’m talking “crying in the bathroom because you don’t want your co-workers to hear you, but then you realize you don’t even have co-workers” level of stressful. But as an attorney who works with small businesses and creatives, let me give you a tip: one way to minimize stress is by having strong contracts in place for you and your business. For freelancers, consultants, and other creative professionals, those contracts usually include a CSA.
A “CSA” is short for either a “Creative Services Agreement” or alternatively, a “Client Services Agreement.” In a nutshell, a CSA is a template contract customized for a particular business or services. There are a couple of reasons why a freelancer benefits from having a well-drafted CSA:
It Demonstrates a Professional Relationship
You’re running a legit business, not a lemonade stand! It’s crucial to have clear, professional documents in place. By outlining exactly what services or projects you’re responsible for, you can stay organized and consistent in your business practices (see, less stress already!). It will also help build trust with your clients, as they will rest assured that their projects are being completed how they understand.
It Makes Expectations on Payment Clear
By outlining what you’re providing to a client, you’re also explaining what you’ll be charging for! Having a client sign off on your rates before you even start working ideally ensures that there’s no protesting later.
So, What Should My CSA Include?
Your CSA can change (at your discretion) between clients and projects, but they should always outline the basics of what you’re agreeing on. If you already have a CSA in place, the following should serve as a checklist of provisions you’ll want to make sure you have in your current agreement. If you don’t have a CSA, take a look below to get a feel for these agreements, but speak to an attorney to help draft an agreement that is specific to your needs.
1. Project Scope
First and foremost, the scope of the project should be clear. For example, if you’re a wedding photographer, make sure you and your client solidify basic details like how many hours you’ve been hired for, approximately how many photos you’re expected to shoot, whether or not you’ll edit the photos, etc. Again, the goal here is clarity on what the project entails.
Like I mentioned earlier, CSAs are great for making sure expectations on payment are clear. Make sure you include how your fee is calculated (hourly rate, per project flat fee, etc.), when you’ll be paid, the manner in which payment should be made, whether deposits are refundable, whether or not there will be penalties for late payments, at what point these penalties will kick in, whether or not there will be rush fees or termination/kill fees, and anything else that’s pertinent.
3. Client Delivery or Suspension
You should have some language that protects you in the event that your client does not provide you with materials you’ve requested, or if they provide the materials too late to make the scheduled delivery date. For example, imagine you’re an artist that’s been hired to paint a portrait of a client to give to their significant other as a birthday present. You’ve requested that your client provide you with a photograph for reference at least three weeks before the date of delivery. Now imagine that your client never gets that photo to you. In that situation, you hopefully have a provision in place that says that you won’t be held responsible for the non-delivery, because it wasn’t your fault! You should also have similar language that protects you in the event of any suspension of performance by the client, because again, that ain’t your fault.
4. Intellectual Property Protection
Depending on what it is you’ll be doing, intellectual property (the “IP”) provisions within a CSA can get pretty involved. At the very least, your CSA should make clear who owns the IP, how and when it can be used by the other party, and whether or not you should receive attribution for the work when it’s publicly displayed.
You’ll also want to include an indemnification provision. This section basically says that if any trouble arises as a result of your contract with the client, the client will hold you harmless for said trouble. Sometimes, this section is a mutual indemnification, which can minimize push back from any clients that are initially hesitant about this section.
This one is key, especially for any CSA that centers around creative expression. This section makes it clear that the client will pay you for your services, regardless of whether or not they’re satisfied with the end result. Because if you’ve been checking in with your client all along the way and you’ve done the work asked of you, your client shouldn’t be able to withhold payment, right? Right!
7. Severability and Non-Waiver
Severability and non-waiver are technically two different items, but they’re often lumped together. Severability just means that if a court found one provision of your CSA to be illegal or otherwise unenforceable, that particular section will be cut out of the agreement (“severed”), and the valid portions of the CSA will still stand. Non-waiver means that if you decide not to enforce a section of your CSA (for example, a client is late on payment, but you don’t charge the late fee you’ve reserved the right to), this does not mean that you’ve waived any of the other provisions in the agreement. The CSA is still valid, you just chose not to utilize all of the protections available to you.
8. Oh Yeah, And a Few More
If you knew the amount of detail I could go into about any of the following provisions, you’d thank me for keeping this brief! Beyond the protections I mentioned earlier, you’ll also want to include provisions like these: revisions and change orders, expenses, point of contact, confidentiality, non-exclusivity (meaning you can work for more clients beyond the one signing this CSA), independent contractor relationship, termination, entire agreement, and representations and warranties.
Straight Talk: You Probably Need a CSA
I know freelancers are usually ballin’ on a budget, but believe me, a strong CSA is worth every penny. They’re templatized, meaning they’re usually a one-and-done expense that can be updated easily. More importantly, having the specifics of your job committed to writing will save you money in the long run by cutting down on misunderstandings and mistakes.
If you have questions about drafting a CSA, I’d love to chat with you! Send me an email at firstname.lastname@example.org to schedule a free 30-minute consultation, and let’s talk shop.