Engagement Paperwork

The document set that turns a scoped deal into a signed, governed project. The MSA governs the relationship; the SOW governs the project. A mutual NDA + DPA precedes any access to client systems or data. Every template gets state-attorney review before first client use.

The three MSAs — pick by who owns what you build

MSA variant	Ownership	Recurring?	Use when → maps to offer
Client owns work product	Client owns everything; you hand over files/code/access at the end.	No	Straight one-time build, client wants it outright → Custom Build (client-owned)
Agency owns build, no annual fee	You keep the IP; client gets a perpetual license and owns their data.	No	You keep/resell the IP but charge once → Custom Build (agency-owned)
Agency owns build, with annual fee	You keep the IP; client pays an annual license; access ends if they stop paying (they keep their data).	Yes	Recurring software income on a system the client depends on → Concierge / licensed system

Which one: client wants ownership and you’re fine giving it up → #1. You want the IP but charge once → #2. You want the IP and recurring revenue → #3.

In this folder

Full-text MSA templates (licensed to us for business use; fully [BRACKET]-blank, regenerate from the .docx originals with convert_msas.py):
msa-client-owns.md — Variant A
msa-agency-owns.md — Variant B
msa-agency-owns-annual.md — Variant C
msa-template.md — the MSA as a plain-English drafting skeleton (all three ownership variants in one document), with two clauses the full texts lack: remote-access authorization and NDA/DPA-before-data-access (§8). Merge those into whichever full MSA you use.
sow-template.md — the per-engagement Statement of Work: 11 sections covering scope, integrations, deliverables, out-of-scope, stakeholders, phases, payment triggers, success criteria, responsibilities, change orders, maintenance, and future engagements. Modeled on a real closed $12k build; fully genericized.
scoping-call-agenda-template.md — the 60-minute final-call-before-contract agenda that produces the SOW (Call 3 of the 4-call close).

The flow

Scoping call (agenda template) → final scope, final price, KPIs, onboarding date locked.
Engagement letter + SOW (SOW template) out within 24 hours; deposit invoice on signature.
MSA (pick the variant above) signed with or before the first SOW.
Change Orders handle scope drift; a separate maintenance agreement follows launch.

⚠️ Templates, not legal advice. Replace every [BRACKET] field and have a licensed attorney in your state review before sending.