Industries
U.S. Legal Counsel for Professional Services Firms
Consultancies, partnerships, and service-based businesses on MSA and SOW architecture, scope and IP ownership, liability allocation, governance, and ownership structuring.
Overview
Industry Overview
Professional services firms — including consultancies, partnerships, and service-based businesses — operate in a contracting environment centered on master services agreements, statements of work, and client engagement terms. The principal legal issues are scope definition, change control, fee and payment structure, intellectual-property ownership of deliverables, confidentiality, independent-contractor status, and liability allocation through contracting.
Corporate and governance work arises because professional services firms structure ownership through LLCs and partnerships, implement equity and compensation arrangements, negotiate founder or employee separations, and require governance documentation that aligns authority, economic rights, and transfer restrictions for multi-owner practices.
Legal Issues
Typical Legal and Commercial Issues
MSA and SOW architecture
How the master services agreement, statements of work, and order forms interrelate, and whether scope, fees, and deliverables are consistently structured across the engagement.
Scope and change control
How scope is defined, how changes are documented and approved, and how out-of-scope work is identified, priced, and tracked.
Fees and payment
How fees are structured — fixed, time-based, or milestone — what invoicing and payment terms apply, and how disputes are resolved.
IP ownership of deliverables
Who owns deliverables, pre-existing materials, and developments created during the engagement, and how background and foreground IP are allocated.
Independent-contractor structure and confidentiality
How independent-contractor status is documented, what confidentiality, non-solicitation, and non-compete provisions apply, and how they interact with client restrictions.
Liability, indemnification and termination
Where liability caps, exclusions, and indemnification sit, and how termination, transition, and post-termination obligations are structured.
Experience
Selected Representative Experience
Master Services Agreements and Statements of Work
Reviewed or drafted master services agreements, statements of work and order forms for technology, analytics, IT, professional-services and other B2B businesses, focusing on scope, fees, service obligations, intellectual property, confidentiality, indemnification, liability and termination.
Parent and Subsidiary LLC Operating Agreements
Drafted coordinated manager-managed operating agreements for a Wyoming parent holding company and subsidiary, addressing management authority, ownership arrangements, entity coordination and customized governance provisions.
Founder or Employee Separation Agreement
Reviewed a founder or employee separation agreement addressing separation terms, equity, intellectual property, confidentiality, release provisions and continuing obligations.
Representative matters are anonymized and provided for informational purposes only. Prior results do not guarantee a similar outcome. Attorney Advertising.
Practice Areas
Related Practice Areas
Publications
Related Insights
Corporate Structuring & Governance
Founder Equity Before the First Financing: Vesting, 83(b) Elections, IP Ownership, and Cap-Table Integrity
Founder equity is not merely a percentage allocation. The legal package must align issuance, vesting, tax elections, intellectual-property ownership, approvals, and stock records before outside capital is introduced.
Daehoon Park · Jun 29, 2026
Commercial Contracts
Liability Caps in Commercial Contracts: Allocating Risk Between Parties
Liability caps allocate negotiated commercial risk through defined cap measures, damages exclusions, tailored carve-outs, super-caps, indemnities, and separate limited remedies.
Daehoon Park · May 29, 2026