Contract Clause Generator

Step-by-step guide

1. 1
   Enter party details: agency, client, jurisdiction, and currency
   Fill in your agency name, the client's name, the governing law jurisdiction (e.g. 'England and Wales', 'United Arab Emirates', 'State of California'), and the currency used in this agreement. The jurisdiction is used in the Dispute Resolution and Termination clauses. The currency appears in the Payment Terms, Late Payment, and Liability Limitation clauses.
2. 2
   Select which clauses to include
   All 10 clause types are selected by default. Deselect any clauses that are not needed for this particular agreement: for example, a short-term project brief may not need a Non-solicitation clause, or a client with their own standard terms may already cover Force Majeure. The generator will number the clauses sequentially in the output based only on what is selected.
3. 3
   Configure the variables for each selected clause
   Each selected clause shows a set of variables that shape the clause text. Payment Terms: choose the payment schedule and monthly fee. Late Payment: set the late fee percentage and grace period. IP Ownership: choose the transfer model. Revision Policy: select revision rounds and turnaround days. Confidentiality: set the duration. Termination: choose notice period and whether to include immediate termination for non-payment. Liability: select the cap type. Dispute Resolution: choose the method. Non-solicitation: set the duration.
4. 4
   Generate and review the full document
   Click 'Generate Contract Clauses' to produce the full document. Each clause is generated as legally-structured template text using your input variables, followed by a note that it is a template and should be reviewed by a qualified legal professional. Review each clause carefully before using it in any commercial agreement.
5. 5
   Copy, download, or print your contract clauses
   Use Copy Document to copy the full text to your clipboard for pasting into a Word document or email. Use Download .txt to save the file. Use Print to send to a printer or save as a PDF. The output is designed as a starting point for a contract: it should be incorporated into a complete service agreement reviewed and signed by both parties.

Frequently Asked Questions

Are these contract clauses legally binding?

The clauses generated by this tool are template text only and are provided for reference and drafting purposes. They are not legal advice and have not been drafted or reviewed by a qualified solicitor or attorney. Whether any clause is legally binding in a given jurisdiction depends on many factors, including how it is incorporated into a complete agreement, the applicable law, and the specific circumstances of the parties. You should always have any contract reviewed by a qualified legal professional before using it in a commercial relationship. The disclaimer in each generated clause and in the document header makes this clear.

What IP ownership model should an agency use?

The choice of IP model depends on the nature of the work and the agency's commercial position. 'Full transfer on payment' is the most common model for project-based work (web design, branding, content production): the client receives full ownership once they have paid. 'Agency retains until full payment' is a strong position for agencies that have experienced non-payment issues: it means the client cannot legally use the work until all invoices are settled, which creates significant leverage. 'Agency retains all rights / Shared licence' is common for agencies that produce significant proprietary methodology or framework work: for example, a proprietary campaign structure, a data model, or a software component. Most agencies use 'Full transfer on payment' as their standard and negotiate exceptions for work involving proprietary tools or reusable assets.

How much notice period should an agency require for termination?

The appropriate notice period depends on the retainer value, the agency's cost structure, and the contractual norms in the relevant industry. 30 days is the most common standard for monthly retainers in the UK, US, and UAE, as it gives the agency time to wind down work and reallocate resource. 60 days is appropriate for larger retainers or for agencies with significant upfront costs in the current engagement period. 7 to 14 days is generally too short for any meaningful retainer: it creates high commercial risk and signals low confidence in the relationship. Note that a notice period clause only matters if you enforce it: many agencies accept verbal notice and do not invoice for the notice period, which undermines the entire clause.

What is a reasonable liability cap for an agency service agreement?

Liability caps in agency service agreements most commonly fall between 1× and 3× the monthly retainer fee, or the total fees paid under the contract for project-based work. This is significantly below the liability exposure that clients might expect if they are comparing to large professional services firms, but it reflects the risk profile of agency work: marketing services rarely expose the agency to financial losses that are directly and solely caused by the agency's actions. The key carve-outs are the non-excludable ones: death, personal injury, fraud, and fraudulent misrepresentation cannot be limited in most common-law jurisdictions. Clients operating in regulated sectors (financial services, healthcare, legal) may push for higher caps: this is a commercial negotiation, not a legal standard.

Should agency contracts use mediation, arbitration, or court for disputes?

Each approach has different cost, speed, and enforceability characteristics. Mediation is the lowest-cost, fastest option and preserves the relationship: it is a good first step but requires both parties to agree on a mediator and outcome. Arbitration is faster and more private than court, produces a binding decision, and avoids public proceedings: it is widely used in international contracts (particularly relevant for UAE-based agencies) and is generally preferred for commercial disputes above a certain threshold. Court is the most expensive and slowest option, but produces publicly enforceable judgments and clear precedent. Mediation then Arbitration is the most commonly recommended structure for professional services contracts: attempt to resolve informally first, escalate to binding arbitration only if mediation fails. For agencies operating in the UAE, arbitration under DIAC or DIFC rules is the most common commercial approach.