Essential Contracts for US Business

Scope & Method

This entry identifies the contracts most commonly required when a non-US entrepreneur — particularly one based in Turkey — begins commercial operations in the United States or enters into agreements with US-based counterparties. It covers both transactional agreements (service contracts, NDAs) and regulatory compliance documents (privacy policies, terms of service).

The analysis addresses US federal law where applicable; state-level variation is noted where material. Cross-border considerations specific to Turkish entrepreneurs are addressed in a dedicated section. This entry does not cover entity formation documents, employment agreements for W-2 employees, or real estate contracts.

Key Takeaways

• A non-disclosure agreement is the threshold document in most commercial relationships — it precedes substantive business discussions and is governed primarily by state trade secret law, supplemented by the federal Defend Trade Secrets Act.
• Service agreements and independent contractor agreements serve distinct functions: the former defines the scope of work between a provider and a client; the latter establishes the classification of the worker to avoid misclassification liability.
• A privacy policy is not optional for any business that collects user data online — it is a statutory requirement under CCPA, GDPR (where applicable), and various state consumer protection laws.
• Terms of service establish the contractual framework between a platform and its users, including liability limitations, governing law, and dispute resolution mechanisms.
• For influencer and brand collaborations, FTC endorsement guidelines (16 C.F.R. Part 255) impose specific disclosure obligations that must be reflected in the agreement.

Contracts in Detail

Non-Disclosure Agreement (NDA)

A non-disclosure agreement is a contract by which one or both parties agree not to disclose confidential information received during a business relationship. NDAs are standard practice before sharing business plans, client data, proprietary methods, or technical specifications with potential partners, investors, or contractors.

The enforceability of an NDA depends primarily on state law. Most states have adopted some form of the Uniform Trade Secrets Act (UTSA), which provides the substantive framework for trade secret protection. At the federal level, the Defend Trade Secrets Act (18 U.S.C. § 1836 et seq.) provides a federal cause of action for trade secret misappropriation, but does not preempt state law.

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Service Agreement

A service agreement defines the terms under which one party provides services to another. It typically specifies the scope of work, deliverables, payment terms, timelines, and intellectual property allocation. In commercial practice, service agreements are the primary instrument for managing client relationships and preventing disputes over scope and compensation.

The agreement should address governing law — particularly important when the service provider is based outside the United States — as well as dispute resolution, indemnification, and limitation of liability provisions.

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Independent Contractor Agreement

An independent contractor agreement establishes that a hired individual is a contractor rather than an employee. This distinction carries significant legal consequences: employers owe payroll taxes, benefits, and labor law protections to employees but not to independent contractors. Misclassification exposes the hiring party to back taxes, penalties, and potential liability under federal and state employment law.

The IRS applies a multi-factor test examining behavioral control, financial control, and the type of relationship to determine worker classification. Several states, notably California (under AB 5 and the ABC test), apply stricter standards than the federal test.

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Privacy Policy

A privacy policy is a legally required disclosure document for any business that collects personal information from users — including names, email addresses, cookies, and analytics data. Unlike the other contracts in this entry, a privacy policy is not negotiated between parties; it is a unilateral disclosure mandated by statute.

The applicable regulatory framework depends on the location of users, not the business. A Turkish entrepreneur whose website is accessible to California residents must comply with the California Consumer Privacy Act (Cal. Civ. Code § 1798.100 et seq.). If European users access the service, the General Data Protection Regulation (GDPR) applies regardless of where the business is incorporated.

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Terms of Service

Terms of service (also "terms of use" or "terms and conditions") establish the contractual relationship between a website or application operator and its users. They typically address acceptable use policies, intellectual property rights, limitation of liability, governing law, and dispute resolution — including whether disputes are resolved by arbitration or litigation, and in which forum.

The enforceability of terms of service depends on whether the user has manifested assent. "Clickwrap" agreements (requiring affirmative action such as checking a box) are generally enforceable; "browsewrap" agreements (posted on the site but requiring no affirmative act) are enforceable only where the user had actual or constructive notice.

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Freelance Service Agreement

A freelance service agreement is a variant of the general service agreement tailored for project-based or ongoing freelance engagements. It addresses concerns specific to freelance work: revision limits, milestone-based payment schedules, intellectual property transfer upon payment, and kill fees. Several US jurisdictions — including New York City (Freelance Isn't Free Act) — have enacted legislation providing specific protections for freelance workers, including mandatory written contracts for engagements above a statutory threshold.

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Influencer and Brand Agreement

An influencer or brand collaboration agreement governs the relationship between a content creator and a brand for sponsored content or promotional campaigns. Beyond standard service agreement terms, these agreements must address content usage rights (including duration and platform scope), exclusivity periods, and — critically — FTC compliance.

Under the FTC Act (15 U.S.C. § 45) and its implementing guidance (16 C.F.R. Part 255), any "material connection" between an endorser and a brand must be clearly and conspicuously disclosed. The agreement should specify the form and placement of these disclosures, and allocate liability for non-compliance.

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Cross-Border Considerations

When one party is based in Turkey and the other in the United States, several additional dimensions require attention in contract drafting.

Governing law and forum selection clauses determine which jurisdiction's law applies and where disputes are heard. In the absence of a governing law clause, courts apply conflict-of-laws principles that can produce unpredictable results — particularly when performance occurs in multiple jurisdictions. A clearly drafted choice-of-law clause avoids this uncertainty.

Language control clauses specify which language version of the agreement prevails in the event of a discrepancy between the English and Turkish texts. This is particularly relevant for NDAs and service agreements where precise definitions of "confidential information" or "scope of work" may be interpreted differently across languages.

Enforcement across borders presents practical challenges. A US court judgment may not be directly enforceable in Turkey without a separate proceeding, and vice versa. Arbitration clauses — particularly those designating institutions such as the ICC or ISTAC — can mitigate this, as arbitral awards are generally enforceable under the New York Convention (to which both the US and Turkey are signatories).

Risk Allocation and Common Failure Modes

The most frequent contractual failures among non-US entrepreneurs operating in the United States tend to follow identifiable patterns.

Absent or ambiguous governing law clause. Without a governing law clause, disputes default to conflict-of-laws analysis, which is expensive and unpredictable. This is the single most common deficiency in cross-border contracts reviewed by practitioners.

Worker misclassification. Engaging a worker as an independent contractor without a written agreement — or with an agreement that does not reflect the actual working relationship — creates exposure to back taxes, penalties, and benefits liability. The risk is heightened in states with strict classification standards.

Missing privacy policy. Operating a website or application without a privacy policy — or with one that does not accurately describe data practices — violates CCPA, GDPR, and similar statutes. Enforcement actions can result in per-violation fines that accumulate rapidly.

Unaddressed IP allocation. Service agreements and contractor agreements that do not explicitly address intellectual property ownership leave both parties vulnerable. Under US copyright law (17 U.S.C. § 201), the default rule is that the creator owns the copyright unless there is a written "work made for hire" agreement or an express assignment.