Writing Proposals & Contracts

Writing Proposals & Contracts

Most agency disputes and margin losses come from ambiguity — in what was proposed, what was agreed, and what happens when things do not go as planned. A well-written proposal and contract eliminates most of this ambiguity before the engagement begins, which is the most efficient way to protect both the agency and the client relationship.

The Proposal Structure That Closes

A proposal is not a menu of services with prices. It is a document that demonstrates you understood the client's problem and have a specific plan to solve it. Structure:

1. The Situation (Mirror their problem back)

Summarize what you learned in discovery about their current situation, their goals, and the gap between the two. When the client reads this and thinks "yes, exactly" — you have earned their attention for the rest of the document.

2. The Approach

Not a list of services — a narrative of how you will address their specific situation. What you will focus on first, why, and what you expect to happen. This is where you demonstrate strategic thinking that differentiates you from a price-list submission.

3. The Scope

Specific deliverables, channels, volume, and cadence. Written so that there is no ambiguity about what is and is not included.

4. The Investment

Price, payment terms, and what happens at scope changes. Present tiers if appropriate (Starter / Growth / Accelerator), but do not present more than three options — decision paralysis reduces conversion.

5. The Next Steps

A specific call to action: "To proceed, sign the attached agreement and submit the first month's retainer by [date]. We will schedule our kickoff call within 3 business days."

What Every Contract Must Include

A marketing services contract needs:

Scope of work: The specific deliverables, platforms, volumes, and cadence of work. Reference the proposal — "as outlined in the proposal dated [date], which is incorporated by reference."

Payment terms: Monthly retainer due on the first of the month. Project milestones tied to deliverable completion. Late payment interest (1.5-2% per month overdue). A hold on active work if payment is overdue by more than 7 days.

Revision policy: The number of revision rounds included per deliverable and the per-round rate for additional revisions.

Term and termination: The initial contract term (recommend minimum 3 months for any marketing engagement — results take time), the notice period required to terminate (30 days written notice is standard), and the kill fee for early termination.

Intellectual property: Work remains agency property until full payment is received. Upon full payment, IP transfers to client. This gives you contractual leverage if a client terminates without paying.

Confidentiality: Both parties keep the other's business information confidential. This protects client brand strategies from being shared and protects your internal pricing and processes from being disclosed.

Limitation of liability: Cap the agency's total liability to the fees paid in the preceding 3 months. Marketing outcomes are never guaranteed, and a clause that holds you liable for failed campaigns could expose you to unlimited claims.

The Scope Creep Clause

The single clause that has the most impact on retainer margin:

"Work requested beyond the defined scope in Section 2 will be scoped, quoted, and approved in writing before execution. Out-of-scope work is billed at $[rate]/hour or as agreed in a separate statement of work."

This clause does not prevent out-of-scope work — it creates a process for it. Clients can still request additional work. They just do it transparently, with a price attached. This eliminates the "can you just quickly..." dynamic that is the primary source of scope creep.

Payment Terms That Protect Cash Flow

Standard terms in markets with slow payment culture (which describes most of the Caribbean market honestly):

• Retainer: Due on the first of the month. Service pauses after 7 days overdue. Credit card on file strongly recommended.
• Projects: 50% upfront, 50% on completion. For larger projects, 33%/33%/33% at start, midpoint, and delivery.
• New clients: First month's retainer required to hold the start date. This ensures you are not blocking calendar time for a client who backs out.

Late payment clauses: a 1.5% per month interest charge on overdue balances, stated in the contract, is not about the interest income — it is about creating a financial reason to pay on time. Most clients will pay promptly to avoid the charge.

Reviewing Before Signing

Walk the client through the key contract terms in a call before they sign — especially scope, revision limits, and kill fee. This prevents "I didn't realize" disputes later and ensures the client has genuinely agreed to the terms rather than just clicked through. Clients who understand and accept the terms before signing are far less likely to dispute them when they become relevant.