Legal & Insurance Templates

MSA/SOW/NDA, operating agreement, founder IP, and E&O/GL insurance

Version 1 · June 29, 2026 referencefirm-opslegal

Content

# Legal & Insurance Templates

_Lives in: 07 — Firm Operations_

The legal documents we need + where to get the templates + how to deploy them. None of this is legal advice — we'll have a Utah lawyer review the key docs.

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## Customer-facing legal

### Master Services Agreement (MSA)

The umbrella contract a customer signs once, then each engagement adds an SOW under it.

- **Template source:** LegalContractsOnline.com (Utah-friendly templates)
- **Lawyer review:** 1 hr with a Utah business attorney to scrub for our specifics (IP ownership, warranty terms, liability cap, dispute resolution)
- **Total cost:** ~$300–500
- **What to customize:**
  - Liability cap (typically capped at the engagement value, e.g. $47K)
  - IP ownership — Customer owns the code we build for them, we keep ownership of any reusable libraries / patterns
  - Warranty period (30 days production fixes, our standard)
  - Termination clauses
  - Confidentiality + carrier-NDA flow-through (matters for B. Jackson and any utility contractor)

### Statement of Work (SOW)

Per-engagement scope doc that lives under the MSA.

- **Template source:** same as MSA
- Maps 1:1 to our Acceptance Criteria standard
- Always includes: scope, deliverables, acceptance criteria, payment schedule, warranty terms

### NDA (Mutual)

Some prospects ask before discovery. We say yes by default.

- **Template:** mutual NDA, standard 2-year term, narrow definition of confidential info
- Source: same shop

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## Internal / cofounder legal

### LLC Operating Agreement (multi-member, 50/50)

The doc that governs how Addison and Sam co-own Confluxion Point.

- **Template source:** LegalContractsOnline.com — multi-member 50/50 template
- **Critical clauses to confirm:**
  - 50/50 ownership split
  - Tax treatment (LLC taxed as partnership by default; consider S-corp election later for self-employment tax savings)
  - Capital contribution treatment → reference our Capital Contribution Log
  - Buy-sell provisions: what happens if one cofounder dies, divorces, or wants out
  - Voting rights on big decisions (taking on debt, signing engagements over $X, hiring employees)
  - Distribution rules: when profits get distributed vs. retained

### Founder IP Assignment + Vesting Agreement

Protects against either cofounder walking with code or IP that should belong to the firm.

- **Template source:** Promise Legal (free template)
- **What it covers:**
  - All IP created on behalf of Confluxion (or while a member) auto-assigns to the firm
  - Vesting schedule on equity if either cofounder leaves early (e.g. 4-year vest with 1-year cliff — if Sam leaves in month 8, Confluxion can buy back his shares at cost)
  - "Inventions assignment" — code, processes, brand assets

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## Insurance

### Errors & Omissions (E&O / Professional Liability)

If we miss a deadline, deliver something that breaks, or get sued for bad advice — E&O covers it.

- **Providers:** Hiscox or NEXT (both quote online in ~15 minutes)
- **Coverage minimum:** $1M per occurrence / $1M aggregate
- **Estimated cost:** $60–120/mo for our size + scope

### General Liability (GL)

Covers third-party bodily injury / property damage. Less likely to fire for a software firm, but customers often require it in MSA.

- Same providers; usually bundled with E&O
- Coverage minimum: $1M / $2M aggregate
- Estimated cost: $30–50/mo (or +$25 if bundled with E&O)

### Cyber Liability (optional)

Covers data breach response, ransomware, etc. Recommended once we're routinely handling client credentials.

- Estimated cost: $30–60/mo extra
- Add when we hit our 3rd customer or first customer requires it

### Workers' Comp

Not needed yet — only required for W-2 employees. 1099 contractors don't trigger it. Revisit when we hire.

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## Deploy order

1. LLC formation (UT Division of Corporations, $54)
2. EIN (IRS, free, instant)
3. Bank + credit card open
4. Operating Agreement + Founder IP — sign both before doing anything else important
5. E&O + GL insurance — quote and bind
6. MSA + SOW templates — get reviewed; use them for the next signed customer
7. NDA template — keep on file for prospects who ask

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_Last updated: 2026-05-25_

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