Sales Contract: How to Write Your Own (+ Template & Tips)

Read our article to learn what a sales contract is, how it works, and how to efficiently draft a sales contract that protects your business.

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A sales contract is a legally binding agreement between a seller and a buyer that outlines the key terms of a sale such as who’s involved, what’s being delivered, and how the client will pay. Typically, companies that sell expensive products with warranties or ongoing services use some form of sales contract. In addition to protecting your business, contracts also clarify expectations during the closing phase of the sale and in turn lead to successful relationships with clients.

How a Sales Contract Works

Sales contracts establish in writing the terms and conditions of a sale so that if a disagreement or event arises, upsetting the steady state of your relationship, you and your client can turn to the contract for guidance on how to proceed. For example, if a tornado stopped you from being able to deliver your product, who would be responsible? And what steps would that party have to take? Further, sales contracts protect your business from unfair lawsuits by customers.

The most common sales contract, also referred to as a sales agreement, contains the following sections: identification of parties, description of goods or services, payment terms, delivery terms, breach of contract, and governing law. We’ll cover each more in the steps. Depending on your needs, you may add other sections as well, such as confidentiality, or sections that account for certain contingencies.

There are four major forms a sales agreement can take:

  • Sales Agreement: Because they can be used for almost any type of sale, sales agreements are found in almost every industry. It’s simply a contract between a buyer and seller that sets forth the crucial details of a sale.  
  • Statement of Work (SOW): Popular amongst contractors and freelancers, this short document defines the scope of work for a project, requirements of the client, project milestones, deliverables, etc. It often precedes, or is a part of, a more elaborate contract.
  • Renewal Contract: A short document that facilitates an extension of a previous contract and includes a section stating that the former document’s provisions still hold unless noted in a section in this new document.
  • Master Service Agreement (MSA): Common for B2B service providers and software companies, this long document defines the ongoing legal relationship between provider and client, including clauses like severability, warranties, and more.

Different types of business relationships call for different types of sales contracts. A $100,000 ongoing B2B service deal will likely require an MSA, whereas a $1,000 one-time writing project will likely use a short SOW. Some businesses selling lower-priced products — say a bouquet of flowers — directly to a consumer need no sales contract. As a rule, contract document length generally rises in proportion to the complexity of the deal and the price of the product or service.

Drafting a sales contract is a unique experience for every business. Companies involved in more complex sales might hire a lawyer to write it. But many companies, especially small businesses, write their own, using some form of sales contract template to streamline the process and ensure that they’re including the critical clauses. There’s also software designed to help you draft, send, and track contracts, as well as unique tips to improve the creation process.

Free General Sales Contract Template

We created a free general sales contract template that you can use as a base for your own sales contract. It includes the key sections of a sales agreement and blank spaces where you can tailor it to fit any given sale. If you want a more scenario-specific contract template, check out our article on sales contract templates, where we provide more effective templates and even walk you through how to create your own. Click below to grab the free editable template:

How to Draft & Send a Contract in 8 Steps

There is a systematic step-by-step process you should follow to write an effective sales contract and send it to a client in a way that’s professional and efficient. The steps are to define your needs, determine your sales contract type, find a contract template, add necessary clauses, fill out the contract template, add signatures spaces, have a legal professional review it, send your contract, and negotiate the agreement with your customer. We cover each step in depth below.

1. Define Your Business’s Needs

The first step to writing a sales contract is to brainstorm what you want your contract to accomplish for your business. Doing just 10-15 minutes of this will help you choose the right type of sales contract (MSA vs. SOW, for example) and the ideal mix of clauses. For example, if you need to protect your business against stolen information, a confidentiality section is a must-have.

Ask yourself the following questions to kickstart the brainstorming process:

  • Protections: What do I want to protect my business from?
  • Assurances: What promises do I want the client to make to me?
  • Miscommunications: Are there any potential misunderstandings around the agreement that I want to prevent with this contract?
  • Contingencies: Are there any potential business-impacting events that my client and I need to know how to navigate?
  • Possible Disputes: What are some arguments I can see happening and want to avoid via the contract?
  • Best Practices: What do my peers in my industry outline in their sales contracts?

If you’ve had past business relationships that have gone awry, figure out why that occurred and use your contract to prevent it from happening again. For example, if you once had a client who expected you to be available at their beck and call, you might include a section in your contract outlining how often you and the client will communicate. Up until this point, you’ve been thinking a lot about the client’s needs. Now it’s time to focus on the needs of your business.

2. Start With a Sales Contract Template

Next, find a sales contract template online to use as your foundation. This speeds up the writing process dramatically. Templates come with pre-written legal language so all you have to do is personalize it to the specific sale. Often, you’ll find multiple free templates that are particularly well-suited for your needs. For example, PandaDoc’s template library has some as specific as “real estate apartment sales contract template.” We also offer a general one up above.

Using a template to write your sales contract also ensures that you include the right clauses and use legal language that is exact and won’t open up unintended loopholes. Even if you have legal experience and are comfortable writing the entire contract from scratch, it can still help to look over a template to gain ideas for what to cover.

3. Tailor the Template With Standard & Additional Clauses

Most sales contract templates will include clauses dealing with parties involved, product or service deliverables, payment, delivery, breach of contract, and governing law. Depending on your needs and the makeup of the template, you may need to add some additional clauses. For example, if you offer a product warranty, you’d include a warranty clause where you’d describe the warranty’s terms and conditions.

Below are some sections to consider including in your sales contract template:

  • Identification of Parties: State the names (company or individual) and addresses of the buyer and the seller, as well as the date when the agreement will be entered into.
  • Description of Goods or Services: Describe the products you’ll deliver or the service you’ll render for the customer. Be specific about size, quantity, tier, package, etc.
  • Payment Terms: Explain the method, frequency, and quantity of payment, and highlight any fees the buyer will be charged.
  • Delivery Terms: Describe how the product or service will be delivered, where it will be delivered, who will pay for delivery, and what happens if delivery fails.
  • Contract Duration and Termination: State how long the contract will last, what events will cause it to go out of effect, and how parties can leave the agreement.
  • Governing Law: Pick which state law will be used to interpret and enforce the contract.
  • Confidentiality: Include this if you exchange sensitive information or trade secrets that you don’t want your client to share with others.
  • Inspection Period: Add this if you want to give the customer a time period after delivery during which they can examine the product to see if it meets the agreed-upon standards.
  • Warranties: If you have any warranties, include this clause to describe its conditions, time limits, and other important terms.

One way to add a clause to your current template is to look over other online sales contract templates that contain the clause. If it fits your news, you can copy and paste it into your own. Once you have all the clauses, go through your template from top to bottom with a fine-tooth comb to ensure that its language is in line with your needs. If you’re unsure about which clauses you should use, read Andreessen Horowitz’s article describing sales contract clauses.

4. Fill Out Your Sales Contract Template

Give the contract a name that’s associated with the type of contract. For example, write “Statement of Work Contract” atop an SOW. For most of the clauses in your template, all you should have to do in terms of writing is fill in the blanks with relevant information about the sale. For example, in the identification of parties clause, you’ll write your business name, business address, and date of sale, as well as your client’s business/personal name and address.

However, there are some clauses that require more writing and explanation, specifically, description of goods or services, payment, delivery, and contract duration/termination. This is because these clauses are hyper-specific to your unique situation and business.

Let’s go over how to write each standard clause so that they’re clear, exact, and effective:

Identification of Parties

sales contract identification of parties

Identify the names of the seller and the buyer, their company name if they’re a business and their personal name if they’re an individual. Also, state each party’s mailing address and nickname that you’ll use to refer to them throughout the rest of the contract. For example, many use “Provider” for their business and “Buyer” for the buying party. Lastly, add the date when this agreement will go into effect.

Description of Goods or Services

sales contract description of goods or services

Describe in detail the goods or services you’ll be sending or rendering for the client. For goods, share the weight, size, edition, and other pertinent information. For services, write your scope of work — your responsibilities in the agreement and any deliverables you’ll provide the client. Also state the quantity of goods or duration of service, as well as any standards they must meet.

Payment Terms

sales contract payment terms

In addition to outlining the total and sub costs of the services or goods, state the payment frequency, the date you’ll send invoices (e.g., last Monday of every month), how quickly you expect payment (e.g., upon 30 days of receipt), and late payment fees. Also, explain which method the client should use to pay, be it credit card through an online portal or check through the mail. Clients often want to negotiate aspects of this section, so it may change.

Delivery Terms

sales contract delivery terms

Describe when, how, where, and if it’s recurring, how frequently, you’ll deliver the goods or deliverables to the client. Clarify which party will pay for shipping and handling, and which party is liable for late arrivals or damaged goods. Services might outline project milestones here, providing due dates for when each aspect of the job will be finished. Include a force majeure provision clarifying who’s at fault if something out of your hands like a hurricane affects delivery.

Contract Duration & Termination

sales contract contract duration and termination

State when the contract will end as well as how one can leave the agreement. For example, many businesses require the leaving party to provide notice of leaving the relationship 30 days in advance. Also, describe what will happen if one of the parties breaches the contract before it’s over.

Governing Law

sales contract governing law

Define which state law will be applied to interpret and enforce this sales contract. If there’s a dispute, this is the state law that will be used to decide who’s guilty and who’s right. Typically, companies use the state where their business resides, or where production is done. Check out Transatlantic Lawyer’s article detailing governing law and how to choose it.

Note that for some clauses you borrow like severability, you won’t have to change or add any words unless you catch something you don’t want to agree to. Whenever borrowing legal language from an online source, even a reputable one, read the fine print closely and make necessary sentence-level alterations and additions to fit your needs.

5. Include Spaces for Signatures

At the end of your sales contract, include lines where each party can sign their name, print their name or business name, and insert the date of signing. Most templates will come with this section already. Leave these blank when you first send the contract, because it’s likely the client will have changes they want to make to the contract before they sign it. After the client signs the contract, you can go ahead and sign it too.

Here's the signatures section from our free template:

sales contract signatures

6. Have a Legal Professional Review Your Contract

Hiring a lawyer, or asking a friend or peer with legal expertise in your industry, to proofread your sales contract will ensure that the language is adequately protecting your business’s interests. They might also offer up additional clauses they think you should add based on the nature of the sale. For $39, you can hire a lawyer through LegalZoom to read over your sales contract. This step is optional, but it’s a precaution that helps you avoid opening your business to risk.

7. Send Your Sales Contract to Your Client

While you can send your contract as a PDF attached to an email, using an esignature tool or contract management software platform is often a better choice. These software tools enable recipients to sign documents digitally, and provide you with features for building contracts and managing them through their lifecycle. Other helpful features include audit trails, mass signatures, template libraries, in-line commenting, notifications, and CRM software integrations.

Here are some software tools to help you send the contract in an easy-to-sign digital format:

  • PandaDoc: Free esignature tool/contract management software with an extensive template library and a powerful contract designer.
  • DocuSign: An esignature tool/contract management software that has a great balance of pricing and features. It’s number one in our best esignature tools article referenced below.
  • Pipedrive: CRM with a built-in esignature tool that’s perfect for those looking for an affordable, sales-focused CRM and contract management capabilities.

We wrote two buyer’s guides on this topic, one outlining the best contract management software platforms, and another outlining the best esignature tools. Some tools, like PandaDoc and DocuSign, are on both lists. Give them a read to learn about various tools’ use-cases, pricing, and key features. Then pick the one that best fits your needs.

8. Negotiate & Sign the Contract

Sometimes clients will want to alter some of the terms in your contract. Their amendments can range from word changes to full inclusions of new clauses. Often, most of the negotiation will be over pricing or the description of goods and services. When a client pushes back on something, be open-minded and understanding, but firm when it comes to the terms you cannot sacrifice. Also, consider concessions your client can give you in return for accepting their change.

At some point, you and your prospect may agree to sign the contract. If so, send a countersigned copy to them — that is, your software doesn't do it automatically or if you're not using software. After they sing it, congrats — new customer acquired. If for some reason the deal fails, leave amicably and thank the prospect for taking the time to learn about your business, and perhaps even suggest other companies that might be better suited for them.

To improve your contract negotiation skills, check out our article on how to negotiate, where we break down the optimal negotiation process and provide tactics that’ll help you win more deals.

Top 3 Benefits of an Effective Sales Contract

Creating and using an effective sales contract provides your business with many advantages. You’ll protect your business, establish expectations, and more easily close the sale. Let’s double-click into each benefit.

Protects Your Business

Protect your business from scope creep — when a client starts asking you to do more than you promised. With a contract in place, you can always refer clients to it should they ask you to do something that wasn’t included in the product or service description clause. Contracts also protect you from unfair lawsuits made by clients. If a court finds your business followed the contract, then the client has no case.

Establishes Expectations

When you create a contract and negotiate it with your client, both parties are pondering the terms. Afterward, each one knows what to expect from the relationship. They know what they’re getting themselves into. This prevents disagreements caused by initial miscommunications and therefore leads to a happier relationship between you both. It’s the final act of the lead nurturing phase where you write in detail “This is what working together is going to look like. Sound good?”

Eases Your Prospects’ Concerns

Having a contract in place also helps protect the buyer, and they know this. The document can therefore act as the final sense of security that pushes the client over the edge. If they’re feeling worried about getting taken advantage of in some way, the contract gives them the opportunity to prevent that from ever happening, and if it does, the opportunity to sue and win.

In sum, sales contracts mitigate your business risk, decrease legal and labor costs that come from suits or scope creep, and speed up your sales cycle.

3 Tips for Crafting Sales Contracts

There are some tips you can follow to craft sales contracts that work to your advantage, including reviewing past disputes you had with customers to find ways to prevent them from happening again, crafting a sales contract template, and using too much detail rather than too little. Keep reading to learn about each tip.

Review Past Disputes to Prevent Their Recurrence

If there were any miscommunications about your service in past relationships, be sure to include language in this sales contract that will prevent it from happening again. The same goes for events that came up and then messed up your relationship because you had to decide who was liable and what was to be done about them. Account for these in the document.

Create a Reusable Contract Template

A reusable contract template is essentially a boilerplate sales contract that you can send out to clients with a slight change to the language. With one, you’ll spend less time crafting sales contracts for every new sales agreement. You’ll also be able to fine-tune it over time since you’re always using the same one and getting feedback on its effectiveness.

Err Toward Excessive Detail

Be specific about your product or service, payments, delivery schedule, and other terms of your agreement. It’s better to cover yourself for something that is unlikely to happen than to risk it. It’s especially critical to outline exactly what you’ll provide for the customer so that they don’t complain about receiving less than you promised and then sever the partnership.

If you follow our steps for crafting a sales contract and use the above tips, you’ll create a legally binding document that fosters a mutually beneficial relationship between you and your buyer.

Frequently Asked Questions (FAQ)

Which Industries Should Use Sales Contracts?

Sales contracts are used in almost every industry where sales agreements must be made between a buyer and a seller. This includes professional services, technology, software, consulting, real estate, recruitment, entertainment, and others. Freelancers, small business owners, contractors, and enterprise businesses can all benefit from putting a sales contract in place. The one business type that doesn’t often use a contract is B2C products.

Should an Attorney Review My Sales Contract?

It’s always a good idea to ask an attorney to review your sales contract, check it for loopholes and misuse of language, and offer up possible alterations that can further protect your business. A general rule of thumb is that the more complex the deal the greater the benefit of working with an attorney. If your deal is simple, such as an exchange of six hours of landscaping for $750, you’ll likely be okay on your own, but it won’t hurt to get a professional’s opinion.

Bottom Line: Sales Contract

Sales contracts are legally binding documents signed by the seller and the buyer at the end of the sale. Thanks to online templates, software tools, and resources, drafting a successful sales contract for your business doesn’t require legal expertise. Whenever you sign a sales contract, be sure to deliver on your promises so that your customers keep coming back and you avoid any legal troubles.

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