SOWs, MSAs and More: Adding Legal Clarity for Indies

Legal isn’t always the sexiest topic, but it’s one of the most essential for independent agencies. In this conversation, Jen Becker, partner of Matchstick Legal, lays out the common pitfalls agencies face with contracts, intellectual property, payments, and portfolio rights—and how to fix them.

“The creative services business is very different—it’s such a unique beast,” says Becker. That’s why Matchstick Legal focuses almost exclusively on creative and digital firms, offering practical help tailored to how agencies actually work.

She also introduces a helpful free resource: a contract “report card” that reviews your MSA and SOW for over 50 criteria. Whether you’ve been in business for five months or years, this chat is a must-listen for any indie wanting to stay protected.

Disclaimer: This show is not a substitute for having a lawyer and it isn’t legal advice. It is educational material. And, what should come as no surprise to you, by listening to this show, Jen is not your lawyer and Matchstick is not your law firm. This show does not create an attorney-client relationship. This show is not a solicitation. 

Topics:

2:03 Seeing a need to help creative businesses
4:54 The Matchstick report card contract diagnostic tool
6:38 Why contracts don’t have to be painful
7:48 Payments, pausing and red flags
11:05 Portfolio rights are negotiable—and valuable
14:51 The evolution of IP ownership
17:18 Know your value and stand by it

The Report Card: A Diagnostic Tool

Becker introduced Matchstick’s “report card,” a free service that evaluates your Master Services Agreement and Scope of Work. “People kind of cobble together an agreement… this lets you know how yours stacks up,” she said. It grades contracts on clarity, protections, and usability—particularly around invoicing, IP, and termination. The best part? It’s easy to read and actionable, not buried in legalese.

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Contracts Don’t Have to Be Painful

“Your contract is a reflection of your agency,” Becker explained. She helps clients tailor language to match their tone—anything from “super nerdy” to “business casual.” The point is to make agreements clear for clients while still protecting the agency. “You don’t have to say ‘whereas’ and use Latin to sound legit,” she added. Zanger said they landed on a middle ground: “informal, or business casual.”

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Payments, Pausing, and Red Flags

One of the biggest problem areas? Payment terms. “Get as much money up front as possible,” Becker said. She also urged agencies to include language that lets them pause work or re-negotiate if a client isn’t responsive. And if a client wants 90-day terms or longer? “You’re not a bank,” she said. “Charge more or build in different protections.”

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Portfolio Rights Are Negotiable—And Valuable

On the issue of portfolio rights, especially when clients say, “You can’t promote this,” Becker stressed the importance of baking usage rights into the contract from the start. “Ideally, you get to use work as soon as it goes public,” she said. If a client restricts that, Becker recommends charging more. “That’s value lost—it should cost them something.”

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IP Ownership Has Evolved

Becker pointed out that older contracts often default to “work for hire,” which can be risky. A safer structure is “the client gets the work, but only after they pay you.” She’s seen a shift in how agencies protect themselves, especially as more third-party and licensed assets get layered into creative work.

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Know Your Value—and Stand By It

“Change is hard, but you’ve got to stick to your guns,” says Becker. Not every negotiation needs to be a fight, but she advises clients to hold firm on the important stuff. “You’ve already won them over—don’t be afraid to protect your value.”