How to write a payment-contingent delivery clause for your agency contract

Most agency contracts have one fatal weakness when a client stops paying: they treat "delivery" as a single event that has already happened. Once delivery is complete, the deliverables are the client's. Your only remedy is to chase the unpaid invoice like a regular debt.

The fix is a delivery clause that explicitly conditions the client's right to use the deliverables on full payment. Done well, this turns "they aren't paying" from a debt problem into a license problem, which is much more enforceable.

This post walks through a clause template our team uses, with the reasoning behind every line. We are not lawyers; have a real one review whatever ends up in your template before you start signing with it.

The clause, end to end

Delivery and License.Upon completion of the Services, the Agency shall provide the Client with access to the deliverables. Title in the deliverables shall remain with the Agency until the Client has paid all sums due under this Agreement in full. Pending such payment, the Agency grants the Client a non-exclusive, non-transferable, revocable license to use the deliverables in the ordinary course of the Client's business.

If any invoice issued under this Agreement remains unpaid for more than thirty (30) days past its due date, the Agency may, on five (5) Business Days' written notice, suspend the Client's license to use the deliverables. Suspension may take any reasonable form, including without limitation enabling a maintenance page on the Client's website or rendering the deliverables temporarily inoperable. Suspension is automatically lifted on receipt of all outstanding sums.

Why each piece matters

"Title shall remain with the Agency until… paid in full"

This is the "retention of title" clause. In most common-law jurisdictions, retaining title until payment is a well-established commercial practice (in the UK it's sometimes called a "Romalpa clause"). It means that, legally, the deliverables are still yours until the client pays. Without this, any suspension of access risks being characterised as wrongful interference with the client's property.

"Non-exclusive, non-transferable, revocable license"

Three words doing important work each. Non-exclusive lets you reuse the underlying components for other clients (saves you from being trapped). Non-transferablemeans the client can't sell the deliverables to a third party while unpaid. Revocableis the killer word: it explicitly says the license can be withdrawn. Without "revocable" you may have implied a perpetual license, which courts will not let you take back.

"Thirty (30) days past its due date"

Pick a number that you are comfortable defending. Thirty days is common for B2B work. Fifteen feels aggressive but sometimes appropriate for monthly retainers. Sixty is too long: by then the client has had ample time and is signalling something other than cash flow.

"Five (5) Business Days' written notice"

Procedural due process. Most courts will refuse to enforce a suspension that came without warning, and your contract should anticipate that. The notice period also gives the client a face- saving exit: they pay during the notice window and avoid the suspension entirely.

"Including without limitation enabling a maintenance page"

Be specific about what suspension can look like. If the contract only says you can "suspend access" in the abstract, the client's lawyer can argue that turning on a maintenance page wasn't the kind of suspension intended. Naming the exact mechanism removes that argument.

"Automatically lifted on receipt of all outstanding sums"

This single sentence is what turns a kill-switch into a fair commercial tool. The suspension is not punitive; it is a proportionate response to non-payment that ends the moment payment is received. Courts and arbitrators look kindly on remedies that are proportionate and self-resolving.

Where to put the clause

Section structure varies, but most agency contracts have a "Deliverables" or "Delivery and Acceptance" section. Place this clause there, immediately after the section that defines what gets delivered. Cross-reference the payment section explicitly:

For the avoidance of doubt, the license granted in clause [X] (Delivery and License) is conditional on payment as set out in clause [Y] (Fees and Payment), and the suspension remedy in that clause applies notwithstanding any other provision of this Agreement.

Two common objections from clients

"We're paying you, we should own the work"

Agree, with a friendly clarification: they own the work in full once paid in full. Until then, they have a working license that lets them use it. This is a normal commercial structure used in software licensing, IP transfers and engineering services. If they push back, this usually signals the cash-flow risk you should be protecting against.

"Can't we just remove this clause?"

Some clients will. For a known, well-funded counterparty (think: an enterprise procurement contract), it's often fine to soften the clause to a notice-and-demand structure without the suspension mechanism, since you have other leverage. For everyone else, especially first-time clients and SMEs, the suspension clause is what makes you sleep at night.

What we built around this clause

We built HyperControl precisely so that the technical side of executing this clause doesn't take more time than the legal side. The agency installs a small plugin during handover; if the suspension clause ever needs to fire, it's one click in our dashboard. The site goes into maintenance mode with your custom message, the client's WordPress admin sees an unpaid-invoice overlay with a Stripe payment link, and the moment they pay the site restores automatically.

See the broader playbook for non-paying clients and how to use maintenance mode without hurting the client's SEO.