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The Un-Agency · Appendix C

The Guardrails Checklist

Not legal advice. This checklist gathers the book's working positions in one place, so you can run through them at each stage of a client relationship. It doesn't replace a lawyer, an accountant or an insurance broker. Where it says "ask a lawyer," it means one licensed in your state who knows the kind of work you do. It's written for readers in the United States; elsewhere, the questions still apply but the answers may differ.

If the answer to any question is "no" or "I'm not sure," stop until you've sorted it out.

Lines that don't move

  • Never mislead a client about who does the work when it matters to them: security, regulated data, a named specialist, a promise of in-house staff. If a contract forbids subcontracting, you don't subcontract.
  • Never sell, route or white-label licensed professional services without the license. Legal, medical, dental, mental health, financial and investment advice, securities, lending, insurance, mortgage and real estate: get licensed or stay out.
  • Never pay or accept money for patient referrals. Paying for referrals connected to federally funded care can be a federal crime, and many states go further.
  • Never misclassify the people who do the work. A "vendor" who works only for you, on your schedule, trained in your methods, may be an employee.
  • Never promise a client a result or present a range as typical. Past results you show a client must be real, permissioned and stated as ranges with their assumptions. Never make earnings claims to readers or to operators you might license.
  • Never offer a manager, buyer or employee a personal payment to move your proposal forward.
  • Never touch protected health information without a business associate agreement and compliant tools.

Before you pitch a client

  • Is the field one I can work in without a license? If it's a home-service trade, are the vendors I'll route to properly licensed and insured, and does arranging the work need its own registration where I am?
  • Do I know who the principal is, and am I being honest with everyone in between (Chapter 15)?
  • Is every claim in my one-page forward true, with results stated as ranges from work I've actually done?
  • Is any demo private, unbranded and free of their customers' data until we have written test terms (Chapter 2)?
  • If a machine drafted any of it, have I read every line?

Before you agree terms

  • Is every piece of the deal in writing: revenue definition, attribution, split or tiers, reporting, my access to the numbers, term, notice, the final payment (Chapter 18)?
  • Does the client contract allow subcontracting, and on what conditions?
  • Have I read the client's own agreement for revenue definitions that exclude what I'll create, and termination clauses that let them keep my system?
  • Is any price I quote honest about markup, and am I prepared to explain my margin if asked?
  • Is my liability limited sensibly, and does my insurance (general liability, professional liability or errors and omissions) actually cover the work? Ask a broker.
  • Do payments go between the principals? I don't hold other people's money; if I must collect, has a lawyer set it up first (money-transmission and trust-account rules)?
  • Does the service or digital product carry sales tax where the client is? Ask a tax adviser.

Before you route work to the bench

  • Is each vendor an independent business: their own methods, their own hours, their own tools, other clients?
  • Does each vendor agreement mirror the client promise: scope, deadlines, acceptance, quality standards, and my right to replace them?
  • Does each vendor get only the client data the job needs, under a written confidentiality agreement and the same obligations I accepted?
  • Where the work needs a license or insurance, have I seen current proof?
  • Am I able to deliver what I promised if this vendor disappears tomorrow?

Before you touch a client's customer data

  • Is there a data-processing agreement where the law requires one?
  • Am I taking only the access the job needs, granted through the platform's own permission tools so it can be removed cleanly?
  • Do email and text sends follow commercial email rules and the stricter consent rules for calls and texts?
  • Do privacy laws apply because of whose data it is (EU and UK residents, California-style state laws)?
  • Is there a plan to return or delete the data when the relationship ends?

Before you white-label a product

  • Can the product's claims be substantiated, and are they claims the client's brand can legally make?
  • Is the category regulated (supplements, cosmetics, food, children's products, electronics)? If so, lawyer first.
  • Do I have the manufacturer's documentation and indemnity in writing, and product liability coverage?
  • Are material connections disclosed where endorsement rules require it?

Before you make your first hire

  • Have I decided correctly whether this person is an employee or a contractor, with an employment lawyer or payroll provider and an accountant (Chapter 19)?
  • If part of their pay is a revenue share, does their total pay still meet minimum-wage and payroll rules?
  • Do I have the paperwork my state requires, and will I issue the right tax forms?
  • Is there a written operations manual, and is access to every tool granted to them individually?

Before you license your method

  • Have I talked to a franchise lawyer before offering the method to anyone, in any form (Chapter 20)?
  • Does the arrangement involve my name or brand, significant control or training, and a required fee? If so, franchise disclosure and state registration may apply.
  • Would it be a business opportunity under federal or state rules even without the brand?
  • Have I removed every statement about what operators earn from every page, email and conversation?
  • Is there a written code of conduct, a qualification process and a right to end the relationship?

Ongoing

  • Does every client get a ninety-day review, and then a quarterly one?
  • Is every single owner, partner or client well under a quarter of what I earn?
  • Are marketing claims, case studies and reviews real and permissioned, with paid placements labeled and no bought or suppressed reviews?
  • Are revenue shares, fees and contractor payments reported for tax the way my accountant told me?
  • Are non-solicit and non-compete terms narrow, plain and ones I intend to honor myself?

From The Un-Agency: A Services Operator's Playbook by Bill Eisenhauer · Toll Stack Press · tollstack.dev/books/the-un-agency/