The Commercial Contracts a Canadian Agency or Consulting Business Actually Needs

Key takeaways: Agencies and consultants tend to under-document two things: who actually owns the finished work, and what counts as in-scope once a project is underway. Both are cheap to fix upfront and expensive to fix after a client dispute.

A services business selling work to other businesses runs on a small, repeatable set of contracts — the risk isn't a missing document so much as reusing the same generic template for every client regardless of what's actually being delivered.

The two documents every client engagement needs

• Master Services Agreement (MSA). Signed once with a client, covering payment terms, liability caps, confidentiality and termination — so a new project for the same client doesn't mean renegotiating the legal terms from scratch.
• Statement of Work (SOW). A short document under the MSA that scopes one specific project: deliverables, timeline, price. Running three projects for one client should mean one MSA and three SOWs.

The clause agencies forget until it costs them

• IP Assignment Agreement. Without an explicit assignment clause, a client doesn't automatically own the code, designs, or copy an agency produces for them — ownership has to be assigned in writing. This is the single most common gap in agency contracts, and the one most likely to surface as a dispute after the invoice is paid.

Before you pitch

• Non-Disclosure Agreement. Covers whatever a prospective client shares during a pitch or RFP process — strategy, financials, unreleased product details — before any engagement is signed.

If you subcontract the work

• Independent Contractor Agreement. Sets out IP assignment, confidentiality and payment terms with a freelancer or subcontractor the same way your MSA sets them with your client — so the IP your client is paying for actually flows through to them.

What this costs at Ruby

Ruby drafts these as flat-fee commercial contracts, reviewed by a licensed Canadian lawyer: an MSA is $799, a Statement of Work is $499, an IP Assignment Agreement is $499, a mutual NDA is $299, and an Independent Contractor Agreement is $499.

This article is general information about commercial contracts for agencies and consulting businesses and is not legal advice for your specific situation. Contact us to talk through your contracts.