Wednesday, October 24, 2007

Contract Clauses You Shouldn't Live Without

I'm no lawyer. But as a freelancer I still have to write (or cobble together) my own contracts. Much of the time, my contracts are simple, one-page "letters of agreement" that outline the terms of doing business without a lot of legalese. But I've used long contracts before, and a few times I've agreed to sign contracts that clients have given me. These should be read carefully, however, as they usually protect the client's rights more than your own.

You should never do a job without a contract or written agreement of some sort--even with a trusted client. Here are a few things that are essential to any written agreement.

Detailed scope. Obviously, you must be very clear about the scope of the project. State the expected length in words, not pages. Pages are easily manipulated by changing font, adding graphics, and so on, and a website page can be of any length. In addition, clearly define the topic of the work, plus the amount of research required. Is the client planning on giving you all research materials, or are you expected to find them on your own? Are you expected to do interviews, and if so, how many? Include the exact amount of client phone calls and meetings expected. If the client wants to leave anything undefined, document an hourly rate for those tasks.

Writing a detailed definition of the project scope can protect you against "scope creep"--those insidious little extras some clients keep asking for. The more specific your original scope definition, the easier it will be for you to set boundaries and justify charging more for extra services.

Payment schedule. Be clear about when you get paid. I always ask for a deposit up front, especially for new clients. Usually it's 50%, with the rest due when the project is finished. For longer projects, you may split your payments up among three or more deliverables or charge a monthly fee.

Deadlines that rely on client response. What happens if you tell your client you'll start on Monday, but she still hasn't paid your deposit by the time Monday rolls around? It's not unusual for clients to stall on paying the up-front deposit or giving feedback on drafts, keeping you from moving forward. You don't want to miss your deadline because your client dropped the ball--you look bad, even if it's her fault.

To get around this, make it clear at the outset that you will require certain things from the client to meet due dates. Instead of agreeing that you'll start on a specific date, write in your contract that you will start upon receipt of deposit. State that subsequent drafts will be delivered, say, five days from receipt of feedback instead of on a certain day. This way, your expectations for your client are clear--and she'll have a harder time blaming you for a delay she caused herself.

An exit strategy. Clients sometimes change their minds. If your client decides halfway through your project that he doesn't want to move forward after all, you could be left holding the bag--especially if you've done research but haven't yet turned in any drafts.

To prevent this, write an early-cancellation payment schedule that starts the minute your contract is signed. I usually charge 10% of the project fee for cancelled projects if the client cancels after signing the contract, but before I've started any work--and it goes up from there. This is fair, because even if you haven't started the project yet, you may have turned down other work to make room for this one.

If the client cancels after receiving a rough draft, you should charge no less than 75% of the full fee. It couldn't hurt to add in wording that states that payment is not contingent on usage--they can't decide to pay you less or not at all if they decide not to use your work. This prevents any unpleasant "kill fee" situations.

A set number of revisions. Some clients will come back to you time and again for tweaking, even after you consider the project to be complete. To prevent a quick project from turning into The Job That Never Ends, specify a limit to the revisions your client is entitled to. Most writers specify two "rounds of revision"--meaning after the first draft, you can ask for a second draft, and then you can tweak one last time after that if needed. Other writers offer unlimited revisions within a certain time period.

A time limit on revisions. I just had a client get in touch with me about a job that he had approved and paid for weeks ago. He was asking for another revision on this project, even though I believed it was finished. He did not ask for any revisions on the first round, and the work he was asking for wouldn't take long--so I agreed to do it without charging him extra. But I may have been within my rights to, just as I'm sure he believed he was simply asking for a revision he was entitled to.

To prevent any misunderstanding about when clients can ask for revisions, think about adding wording stating that clients may not ask for revisions after the project has received final approval.

Client rights. Does the client have unlimited rights to use this piece anywhere he wants to, or are there limits? The amount of rights you give your client may depend on the original project.

I usually add a sentence into my agreements stating that rights do not revert to the client until the project has been fully paid for. Officially, this means that the client may not use any of my work until I have been paid. If the client does use my work before the payment deadline has elapsed, I usually don't make a fuss over it--but if they're far past deadline and I see my work up on their site, I have cause to complain and even sue for copyright infringement.

It's not a sign of distrust to ask for a contract--it's a sign of professionalism. Clients who refuse to sign contracts are probably looking to take advantage of you in some way, and you should steer clear. It's a good idea to have a lawyer look over your contracts as well.

What do you include in your contracts?

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