Last updated on August 9th, 2026 at 08:52 am
TL;DR: Before a new client starts paying you, a handful of documents need to be signed, not drafted eventually, not “we’ll sort it out later.” At minimum: a Master Service Agreement or main services contract, an NDA if anything confidential will be shared, a properly worded independent contractor agreement if you are not an employee, an IP assignment clause covering who owns what you create, and a Statement of Work for each specific project. If you are hiring employees rather than engaging contractors, a separate employment agreement and basic HR policies apply instead. If you run any kind of online platform, add Terms and Conditions and a Privacy Policy to that list, plus the related documents that sit alongside them. This guide covers what each document does, why it matters, and links to a full, dedicated guide on each, so you can go deep on whichever one applies to your situation.
Quick overview: This is a working checklist, not a deep dive into any single document, each agreement type below has its own complete guide linked from this page. The goal here is to make sure you know which documents you actually need before your next client relationship starts, and in what order to prioritise them.
1. Master Service Agreement (MSA): your foundation contract
The Master Service Agreement is the main contract governing your overall relationship with a client: scope of services, payment terms, intellectual property, confidentiality, liability limitations, indemnification, and termination. Once signed, it lets you work on multiple projects with the same client without renegotiating these terms every time, only the specifics of each new project need a fresh Statement of Work layered on top. This is usually the first document to have in place, before the first project starts, not after.
2. Non-Disclosure Agreement (NDA): protecting what gets shared
If a client will share sensitive information, business plans, financials, customer data, or anything not already public, before or during the engagement, an NDA should be signed first. Our complete NDA guide covers the different types (one-way versus mutual), what makes the confidentiality definition actually enforceable, and how long the obligation should last. This is not only for large corporations or high-secrecy projects; any business with information worth protecting benefits from having one ready before the first sensitive conversation happens.
3. Independent Contractor Agreement: getting classification right
If you are working as a freelancer rather than an employee, this agreement does real legal work, not just paperwork. It establishes that you control how the work gets done, use your own tools, can work for other clients, and are responsible for your own taxes, all factors that matter enormously if a tax authority or labour regulator ever questions the classification. Getting this wrong exposes both you and your client to real financial and legal consequences. Our guide on work for hire versus independent contractor agreements explains the distinction in depth, and our 1099 contract guide covers the US-specific classification and tax mechanics.
4. IP assignment: deciding who owns what you create
This is the document most freelancers skip, and it is one of the most expensive gaps to discover later. Without an explicit IP assignment clause or agreement, default copyright and IP ownership rules in most countries leave the creator, you, owning what you make, not the client who paid for it, unless the contract says otherwise. If a client is paying for original work, code, designs, content, they generally expect to own it outright, and an unclear or missing IP clause is exactly the kind of gap that surfaces at the worst possible moment, during a dispute, an acquisition, or when the client discovers your portfolio includes work they thought was exclusively theirs. Our complete IP assignment guide for founders, freelancers, and businesses covers exactly how to get this right, including how to retain portfolio rights where appropriate.
5. Employment agreements: if you’re hiring, not just contracting
Everything above covers client-facing agreements. If your business is also bringing on employees, not contractors, a separate and distinct set of documents applies, and mixing up the two is exactly the classification problem covered in section 3. An employment contract needs to cover role, reporting structure, compensation and benefits, working hours, leave entitlements, confidentiality, IP assignment for anything the employee creates, and termination terms, and our guide on structuring salary and benefits in Indian employment contracts covers getting the compensation structure right specifically. Beyond the individual contract, a small but growing team benefits from a basic employee handbook or policy set covering code of conduct, leave policy, and grievance redressal, since these become genuinely necessary, not optional, once a business crosses from a handful of contractors to actual employees. Our employment contract and HR agreement drafting service covers this full range.
6. Statement of Work (SOW): the project-specific detail
While the MSA covers the overall relationship, a Statement of Work gets specific about one project: deliverables, timelines, milestones, acceptance criteria, change-order procedures, and project-specific payment. It references the MSA for general terms and focuses entirely on the details of the current engagement. A clear SOW is one of the single most effective tools against scope creep, because it gives both sides a concrete, agreed definition of what “done” actually looks like.
7. Terms and Conditions and a Privacy Policy: if you run a platform
If clients or users interact with any online platform, website, or app you operate, these two documents move from optional to legally required in most jurisdictions. Terms and Conditions set the rules for using your platform: permitted use, IP rules, liability limits, dispute resolution, and account termination. A Privacy Policy explains what personal data you collect, why, how it is used and shared, and what rights users have over it, an obligation that exists under data protection laws in most major jurisdictions regardless of company size. Three further documents commonly sit alongside these on a platform: an Acceptable Use Policy setting specific rules on what users cannot do with your service, a Cookie Policy covering tracking technologies (our cookie policy drafting service builds this to match your actual tracking setup), and, if you process personal data on a client’s behalf, a Data Processing Agreement setting out exactly how that data is handled. Our terms and conditions drafting and privacy policy drafting services build the core two to reflect the specific jurisdictions your users are in.
Additional agreements worth having ready
A few more documents are not universal but are worth having on hand depending on your specific business.
Non-compete agreement. Relevant if a client requires you not to work for direct competitors during or after the engagement. Enforceability varies enormously by country and, in the US, by state, so any non-compete term needs to be reasonable in scope and duration to actually hold up. Our guide to non-compete rules by state and country covers exactly where these terms are, and are not, enforceable.
Subcontractor agreement. If you bring in other professionals to help deliver the work, they need to be bound by the same confidentiality, quality, and IP-assignment obligations you agreed to with your own client, otherwise there is a gap in the chain of protection running from your client, through you, to whoever you subcontract to.
Retainer agreement. For ongoing, recurring work rather than a single project, a retainer agreement sets the recurring fee, what is included in it, and how work beyond that scope gets handled and billed, avoiding the ambiguity that builds up in open-ended, informally billed ongoing relationships.
Service Level Agreement (SLA). If you deliver ongoing services with specific performance commitments, uptime, response times, resolution windows, an SLA makes those commitments concrete and enforceable rather than implied. This matters most for technology, hosting, and support-heavy service relationships, where a vague promise of “reliable service” is not something either side can actually measure or hold the other to.
SaaS-specific documents. If you deliver software as a service rather than project-based work, the document set differs and expands further. Our guide to the legal documents every SaaS startup needs covers the fuller set.
Why this actually matters, beyond formality
Clear agreements are not a barrier between you and a client; they are what makes a professional relationship run smoothly. When scope, ownership, payment, and confidentiality are settled in writing before work starts, projects move faster because nobody is negotiating basic terms mid-engagement, payments are less likely to become disputes because the trigger for each one was agreed in advance, and disagreements that do arise have a defined process to follow rather than becoming personal. A pattern we see consistently: the businesses that lose the most time and money to client disputes are almost always the ones that started work on a verbal understanding or an incomplete document, not the ones whose paperwork felt “too formal” at the outset. Professional clients generally expect and respect a business that has this in order; it signals competence, not distrust. For a broader look at what to watch for even in a contract someone else hands you, our guide on red flags in contracts every business owner should know is a useful companion to this checklist.
Getting started
You do not need every document on this list before your very first client. Prioritise in this order: an MSA or main services contract, an NDA if anything confidential will be discussed, IP assignment terms, and a Statement of Work for the specific project, then add Terms and Conditions and a Privacy Policy (plus AUP, cookie policy, or a DPA as relevant) if you operate any kind of platform, employment agreements and basic HR policies once you move from contractors to employees, and the additional agreements above as your specific situation calls for them. A template is a reasonable starting point for understanding structure, but anything you are actually going to rely on, especially IP assignment and liability terms, is worth having drafted or reviewed properly before you send it to a client for signature.
Frequently asked questions
What is the single most important document to have before onboarding a client?
For most service-based businesses, a Master Service Agreement or main services contract, since it establishes the overall relationship, payment terms, liability limits, and IP ownership before any project work begins. If confidential information will be shared before that contract is finalised, an NDA should come first, even if only a simple one covering the initial discussions.
Do freelancers really need an IP assignment clause?
Yes, and it is one of the most commonly missing documents. In most countries, default copyright rules leave ownership of created work with the creator unless a contract explicitly assigns it to the client. If a client is paying for original work expecting to own it outright, an IP assignment clause is what actually makes that true; without it, the client may not legally own what they paid for.
What is the difference between an MSA and a Statement of Work?
The MSA governs the overall relationship and its general terms, payment structure, confidentiality, liability, and termination, and typically stays in place across multiple projects. The Statement of Work covers the specifics of one individual project: exact deliverables, timeline, milestones, and project-specific payment. The SOW references the MSA for general terms rather than repeating them, so each new project only requires a new SOW, not a renegotiated MSA.
Do I need Terms and Conditions and a Privacy Policy if I only do project-based freelance work?
Only if clients or users interact with an online platform, website, or app you operate. If your business is purely project-based work delivered directly to a client with no platform involved, these two documents are less immediately critical than an MSA, NDA, and IP assignment terms, though a basic website privacy policy is still commonly required if you collect any visitor data at all.
If I hire an employee instead of a contractor, do I need different documents?
Yes, an entirely different agreement, not a variation of the contractor agreement. An employment contract covers role, compensation and benefits, working hours, leave, and termination under employment law, which is a different legal framework from the independent contractor relationship described above. Using a contractor agreement for what is actually an employment relationship, or vice versa, is exactly the misclassification risk that concerns tax and labour authorities, so the documents need to match the real nature of the relationship, not just the label you give it.
Can I use templates for these agreements instead of hiring a lawyer?
Templates are a reasonable way to understand the structure of these documents and can work for very low-value, low-risk engagements. For anything involving real money, significant IP, or an ongoing relationship, having the agreement drafted or reviewed by a professional is worth it, since the clauses that matter most, IP assignment, liability limits, and contractor classification, are exactly the ones most likely to be wrong or missing in a generic template.
Authored and reviewed by Prakhar Rai, Advocate, founder of My Legal Pal. Prakhar is enrolled with the Bar Council of India and has over ten years of experience advising freelancers, service businesses, and startups on client agreements and contract structuring across India and cross-border. He is an alumnus of the National Law School of India University, Bangalore, where he completed his Master of Business Laws, and of La Martiniere. Connect on LinkedIn.
This article is general information, not legal advice. For advice on your own client agreements, speak to a qualified lawyer in the relevant jurisdiction.
If you need any of these agreements drafted or reviewed before your next client signs on, our team can help. We handle contract drafting and contract review and revision across the full range of client agreements, and you can speak to our contract lawyers in India or the USA.
