Kill Fees, Scope Creep, and Getting Paid: What Belongs in Every Service Contract | Braslow Legal
Most service agreements fall apart in the same places: the work grew, the project died halfway, or the last invoice never cleared. Braslow Legal reads plenty of contracts that handle the easy part well, listing what gets built and what it costs, then go silent on everything that happens once the engagement stops going to plan. A proposal with a signature line is not a contract in any useful sense. These are the clauses that decide whether you get paid.
What actually stops scope creep?
A written statement of work with a defined revision count and a change order process. Vague deliverables are what turn a fixed fee into unpaid labor.
Say what is included in countable terms. Two rounds of revisions, one homepage plus four interior templates, a single logo direction with three variations. Then state what happens past that line: added work proceeds only on a written change order, billed at a named hourly rate. Email approval should count as written, since nobody signs an amendment mid-project. Add a client response deadline, commonly five business days, with deliverables deemed approved if no feedback arrives. Stalled projects cost more than expanded ones.
How should payment be structured so you aren't financing the client?
Front-load it and tie releases to milestones rather than to completion. A 50% deposit with the balance at delivery is standard for short engagements, while longer builds usually run 40% up front, 30% at an agreed midpoint, and 30% on final delivery.
Call the initial payment an engagement fee earned on receipt rather than a refundable deposit, and say what it covers. Florida courts will strike a provision that operates as a penalty rather than a reasonable estimate of anticipated loss, a distinction the Florida Supreme Court addressed in Lefemine v. Baron. Tie the number to real harm: reserved calendar time, subcontractor commitments, work performed.
What late fee can you charge in Florida?
Stay at or below 1.5% per month. Florida caps interest at 18% annually on obligations of $500,000 or less under section 687.03, and charging above 25% can trigger criminal usury under section 687.071.
That makes the familiar 1.5% monthly service charge exactly the ceiling, not a safe middle ground. Pair it with a suspension right, meaning you stop work on accounts past a set number of days, which tends to move payment faster than any interest charge.
What is a kill fee and how do you set one?
A kill fee is what the client owes if the project ends before completion. Without one, a cancellation leaves you arguing about the value of partial work.
Structure it by phase rather than as a flat number. All fees for work through the termination date, plus a percentage of the remaining contract value, often between 25% and 50%, scaled to how far the project got. Keep the deposit non-refundable, require written notice, and separate termination for convenience from termination for cause. Give each side a cure period of ten to fifteen days for a fixable breach so a missed deadline does not instantly become a cancellation.
Who owns the work if the final invoice never clears?
You do, if the contract says ownership transfers only on payment in full. Assign the intellectual property conditionally and grant a limited license in the meantime.
Under 17 U.S.C. 101, work by an independent contractor is not automatically a work made for hire, so absent a written assignment the contractor keeps the copyright by default. Spell out what transfers, what you keep, and what the client merely licenses, including fonts, stock assets, and preexisting tools baked into the deliverable.
What happens when you actually have to chase the money?
Your contract determines whether collection is economically worth it, mostly through the attorney's fees clause. The American Rule means each side pays its own lawyer unless a contract or statute says otherwise.
Florida adds a wrinkle worth knowing. Section 57.105(7) makes a one-way fee provision reciprocal, so a clause giving only you fees will be read as giving both sides fees. Draft it as mutual and prevailing-party from the start. Set venue and choice of law in your home county, and know the forums available: Florida small claims handles disputes up to $8,000 and county court up to $50,000, while New Jersey's Special Civil Part covers claims up to $20,000. Written contract claims in Florida carry a five-year limitations period under section 95.11, against four years for an oral agreement.
How Braslow Legal approaches service agreements
One well-drafted template, reused, beats a custom document per client. The variables that change are scope, price, and timeline, and those belong in an exhibit attached to fixed terms covering payment, termination, ownership, liability limits, and dispute resolution.
Every clause here exists because somebody skipped it and paid for the omission later. Braslow Legal drafts and reviews service agreements for Florida and New Jersey agencies, consultants, and studios, including the exhibit system that makes them fast to send. Reach out through the site to have your current template looked at. This page is general information, not legal advice.