Sample MSA + SOW for fractional engagements (plain-English template)
A plain-English MSA + SOW structure for fractional engagements — covers IP, confidentiality, termination, non-solicit, and the clauses operators forget at their peril.
You don't need a 40-page contract for a fractional engagement. You need a clean MSA (the umbrella terms) and a short SOW (the specific scope), both written so a non-lawyer founder can read and sign. Here's the working structure — adapt it with a real attorney before using on a live deal.
MSA — the umbrella terms (one document, signed once)
1. Parties — your LLC and the client entity. 2. Services — "as defined in each Statement of Work attached or referenced hereto." 3. Compensation — "per the relevant SOW; invoices on the 1st, due net-15." 4. Term and termination — initial term per SOW, with 60-day mutual notice for ongoing engagements.
5. Confidentiality — standard mutual NDA language; survives termination by 2 years. 6. IP — work product assigned on payment; you keep your pre-existing materials, methodologies, and tools.
7. Non-solicitation — neither party solicits the other's employees for 12 months post-termination. 8. Limitation of liability — capped at 12 months of fees. 9. Indemnification — mutual, narrow. 10. Governing law and venue. 11. Independent contractor — no employer/employee relationship; you set your own hours and methods.
SOW — the specific engagement (one per active project)
1. Engagement summary — one paragraph, plain English. 2. Scope — bulleted list of what you're doing. 3. Out of scope — bulleted list of what you're not. 4. Time commitment — "approximately X hours per week, available business hours, 24-hour Slack response."
5. Deliverables — named artifacts with cadence (weekly, monthly, quarterly). 6. Fees — fixed monthly retainer + overage rate. 7. Term — start date, initial commitment (e.g. 6 months), renewal mechanics. 8. Reporting — who you report to, cadence, KPIs.
9. Tools and access — what they need to provision (Slack, Drive, GitHub, Carta, etc.). 10. Subcontractors — whether you can use them and on what terms. 11. Signatures.
Clauses operators forget
Right to publish anonymized case studies ("a Series A SaaS company") after 12 months. Right to list the client logo on your site after 6 months. Tail clause if a deal closed during your tenure pays out post-engagement. Carve-out from non-compete in your function (you serve other clients).
Late-payment interest (1.5% per month is standard) and right to pause services after 30 days of unpaid invoices.
What to negotiate vs. what to hold firm
Hold firm: payment terms (net-15), IP-on-payment, your right to other clients, 60-day termination, your existing methodology stays yours. Soft on: exact start date, the cosmetics of the report-out cadence, named deliverable artifacts, brand guidelines compliance.
How to send it
Use a real e-sign tool (DocuSign, Dropbox Sign, PandaDoc). Send MSA + first SOW as a single envelope. For renewals, send only a new SOW that references the existing MSA. Don't redline through email — get on a call for any meaningful change and amend cleanly.
About fractional msa sow template
Do I really need a lawyer to review this?+
Yes, once. Have a real attorney bless your MSA template before you use it on a live deal. After that you can reuse it for years with only minor SOW changes.
Should I sign the client's paper or my own?+
Always start with your own paper. It's faster, cleaner, and tilts the standard terms in your favor. Only fall back to client paper for enterprise procurement processes that genuinely require it.