Kit 04: contracts
Services Contract Stack
An architecture for services contracts: what each document decides, which one wins, who owns what, and what to trade when a client's lawyers push back.
This kit is an architecture for services contracts, not a set of clauses. It is for founders of consultancies, managed service providers and professional services firms who paper every deal from scratch, or who have just been told they need a second master agreement to sell an existing client something new. The fix is a stack: a small number of documents, each deciding its own things, that fit together the same way on every deal.
The stack has four layers, from the master agreement you sign once with a client to the statement of work or order form you sign for each piece of work. The playbook sets out what each layer must decide and what it must leave to the others, and the order of precedence that settles which document wins when two of them disagree. Intellectual property is sorted into three buckets, so every contract says plainly what the client owns and what stays yours. Recurring services get terms of their own: the term, renewal, notice, price review and exit that a project contract never needed.
Then the negotiation. The kit lists the clauses a client's lawyers attack most often and what you can trade for each one without giving away the thing that matters to you. A contract register keeps track of what you have signed, with whom, on which version and when it renews, so a renewal or a price review never arrives as a surprise.
It is not legal advice, and it contains no drafted clauses. What it gives you instead are briefing notes for your own solicitor, so the hours you pay for are spent on your business rather than on explaining it. It is framed for England and Wales, with a note on what changes for work under US law.
It is written from how I ran DevOpsGroup, from my notes and my recollection, and every example in it is invented.
What you will get
Who it is for
Questions
- What is a services contract stack?
- A small set of contract documents that fit together the same way on every deal, from a master agreement signed once with a client down to the statement of work or order form signed for each piece of work. Each layer decides its own things, and an order of precedence settles which wins when two disagree.
- Does the kit include contract templates or clauses?
- No. It is an architecture playbook: what each document must decide, the positions to take and what to trade in a negotiation. It gives you briefing notes for your own solicitor instead of drafted clauses, because clauses should be drafted for your business, under your law, by someone who acts for you.
- What is an order of precedence?
- A clause, usually in the master agreement, that says which document wins when two of them disagree. Without one, a statement of work written in a hurry can quietly override terms you negotiated carefully in the master agreement. The kit sets out how to order the layers and why.
- Is it only for UK firms?
- It is framed for England and Wales, with a note on what changes for work under US law. The architecture travels well; the wording is for your own lawyer in your own jurisdiction.