Today’s show covers a topic many of you have asked me about…
Should you use a contract when working with a client? What should it include? And should you write it up yourself, or is it best to hire an attorney?
I’m not an attorney. And I don’t even play one on TV. So I decided to bring in a lawyer to the show — someone who works with freelancers and entrepreneurs.
In this interview, attorney Mark Mauriello explains:
- The benefits of using a contract
- What your contract should include
- When to use it
- When to hire an attorney
And much more.
The notes that follow are a very basic, unedited summary of the show. There’s a lot more detail in the audio version. You can listen to the show using the audio player below. Or you can subscribe in iTunes or on Stitcher to get this show delivered straight to the Podcasts app on your smart phone, tablet or iPod.
Tell us about yourself and the clients you work with.
Mark is a serial entrepreneur with legal training. He advises small and medium size businesses on good business practices and areas where law and business intersect.
Should B2B/commercial writers use a contract when working with a client?
“We enter a contract to put in words those things we agreed to when we were still friends.”
In all things commercial, you want clarity. So should you use a contract? Absolutely.
There are no legal problems, only business problems. Ask yourself what you and your client need to have a good business relationship.
What should we include in our contracts?
You and your client are building something together. The contract should state exactly what you’re building.
Both parties should craft the scope of work together and make it precise. For B2B writers, the scope of work should include:
- Description of content
- Revision terms
- Mechanism to adapt the contract to changes in the scope of the work.
Other contract elements may include:
- Client responsibilities
- Payment terms
- Indemnity provisions
- Statement of original work
- Creative control and portfolio
- Credit for the work
What about liability and indemnity?
Make sure the client indemnifies you, i.e. will protect you from disputes.
You shouldn’t participate in any commercial enterprise without insurance. If you have to defend yourself against a lawsuit, even if you’re in the right, you have to pay for your defense.
Episode #24 is all about professional liability insurance, so make sure to check that out.
Can we use off-the-shelf contracts?
“Do it yourself” only takes you so far. Once you’re in a more sophisticated contract environment with bigger and longer projects, get a good contract.
If you have a contract that you use repeatedly, talk to a lawyer to see how much he/she would charge to improve it.
What happens if clients refuse to sign my contract and want to use their own?
Do you fully understand each client’s contract? Probably not. Is the project worth hiring an attorney to review the contract and negotiate changes? Consider whether you want clients who insist on their way or no way. Trust your intuition.
What if we can’t afford to go after clients who don’t pay? Does that negate the need for a contract?
Having a contract reduces the odds of someone not paying. It shows you’re a professional.
If someone doesn’t want to pay you no matter what, then you won’t collect. But that shouldn’t change your approach. You’re not trying to buy a lawsuit; you’re trying to get paid. In the absence of a contract, it’s harder to demonstrate your agreement.
Do you have any additional thoughts or advice?
In your contract, be very clear on the rights you’re transferring to clients. Make sure you’re not giving clients more than they’ve paid for. Be clear on:
- Project title
- Category of use
- Medium of use
- Geographic area
- Time period.
You’re licensing clients to use your content with restrictions. Don’t give unfettered rights.
State in your contract that clients don’t get rights to your work until you’re paid in full.
Make sure the contract entitles you to some money if the project is terminated. (A “kill fee” provision.)
Where can listeners learn more about you and your practice?
Website: mycoopartner.com (in development)
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Till next time,