Writing a Contract & Contract Samples
Not sure which details to include in the contract for your next creative project? (Hint: a birthday clause probably shouldn’t be your top priority.) Business mentor Elise Benun makes writing your next art or photography contract easy in her article “Negotiating the Contract.” See the excerpt below or read the complete contract article on ArtistsMarketOnline.com to learn why you need a contract and a contract sample to guide you through the contract-writing process.
Keep creating and good luck!
Negotiating the Contract by Ilise Benun
“We see things in black and white: ‘They either want me or they don’t. I’ll either get it or I won’t. They will pay this price or they won’t.’ But between those two poles, there are many other possibilities, if only you would take the time to talk about them, address them, propose them.”
—Mikelann Valterra, certified financial recovery coach and author
Every business book you read will tell you that you need a contract for every client and every project. But in the real world of doing business, it’s easy to let this detail slip through the cracks, especially if you aren’t particularly comfortable with it in the first place. Is it because you don’t have a good contract? (If you read this article, you won’t be able to use that excuse anymore.) Or because it’s an extra step in the process to get things in writing? Or because the job is a rush and there simply is no time to get a contract signed? (How long does it really take?)
If you’ve been stiffed or had to absorb a cost you couldn’t afford thanks to lack of a contract, you have hopefully learned from the experience. If you haven’t been lucky enough to have a bad experience yet, read on. . . .
What is a contract, and why do I need one?
You need a contract because human relationships are messy, memories are imperfect and communication is often ambiguous. A contract cannot protect you from any of this, but it can bring some clarity and consensus.
Clarity because it puts in writing what was said (and sometimes not said) so all parties can review it before embarking on a joint project. Consensus because each party must agree to what is written before proceeding further. If any problems arise afterward, the contract stands as the objective document to fall back on.
Simply put, a contract is a document that can protect all parties by avoiding misunderstandings and serving as a paper trail if things do go wrong. It outlines the terms and conditions under which you will perform your work, what you will provide to the client and what they will provide in return. Its purpose is also to anticipate problems and clarify the responsibilities of both parties should problems arise.
Gerry Suchy of Arlington, Virginia-based GMS Designs has generously shared his standard contract, created by his in-house legal team (his wife, who’s a lawyer). “Clients love it for its simplicity,” says Suchy, “and my wife would be the first to tell you that almost all legal documents are mash-ups of documents that preceded them. The law firm rule is don’t waste time reinventing the wheel if there is a document that can be cut and pasted.”
This contract is obviously created for a small design business, but the concepts and language are general enough that they can be adapted for other creative professions. So feel free to adjust this sample contract for your own purposes.
1. Client information
2. Project information
Artwork will be designed to enhance the body copy supplied by the client and laid out for an 8½ × 11, duplex, full-color, trifold brochure. All artwork will be done to client specifications and use client-provided graphics. GMS Designs may supplement other graphics with the approval of the client. Any custom graphics obtained from image houses will be paid for by the client. The project will be designed using some combination of Adobe Illustrator, Adobe Photoshop and Adobe InDesign. The final artwork will be output in a file format suitable for commercial printing press production. If the client does not have a commercial printer, GMS Designs will make three (3) recommendations.
. . . .
3. Project price and payment terms
The project price is based upon a negotiated package price for the entire project of $____.
The price quote does not include combined a (state) sales tax of 8.0%. Sales tax will not be applied to non-Virginia residents. Additionally if you choose PayPal as your form of payment, there is a service charge that will be computed based on the total payment. This will be itemized and added to the final invoice.
. . . .
4. Final payment terms
An itemized invoice will be provided to the client within three (3) days of project completion, before the final work files are given to client. A deposit of 50% is required to commence work. Final payment is required when the work is complete. In addition to PayPal, I also accept corporate or business checks. Checks will need to clear before the final files are sent.
. . . .
The project price quoted does not include an unlimited number of revisions. I, of course, want you to be satisfied with the final look and feel of the project and I’m sure you feel the same. It has been my experience that good communication between the designer and the client can limit the revisions to just minor changes rather than complete do-overs. Minor changes and adjustments are part of the process. Do-overs are a symptom of poor communication. Having said that, let me suggest that for the proposed cost of this project I will include two rounds of adjustments. Beyond that, the cost of further adjustments can be negotiated. This way of doing business works to your advantage as well as mine in that your project is finished in a timely manner and within your budget.
. . . .
6. Ownership of artwork/files
Until full payment has been made, GMS Designs retains ownership of all original artwork/files or parts contained therein, whether preliminary or final. Upon full payment, the client shall obtain ownership of the final artwork/files to use and distribute as they see fit. GMS Designs retains the right to use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes, marketing materials and portfolio. Where applicable, the client will be given any necessary credit for usage of the project elements. Any trade-sensitive information, such as product pricing or customer data, shall be redacted by the designer prior to use.
. . . .
7. Production schedule/delivery of project
The client will assume any shipping or insurance costs related to the project. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the client. The designer shall not incur any liability or penalty for delays in the completion of the project due to actions or negligence of client, unusual transportation delays, unforeseen illness, or external forces beyond the control of the designer. If such event(s) occur, it shall entitle the designer to extend the completion/delivery date, by the time equivalent to the period of such delay.
. . . .
8. Third-party shipping
In the event any material necessary for the production of the project must be shipped to a third party for additional processing, typesetting, photographic work, color separation, press work or binding, the designer will incur no liability for losses incurred in transit, or due to the delay of the shipper of the third party.
9. Claims period
Claims for defects, damages and/or shortages must be made by the client in writing within a period of ten (10) days after delivery of all or any part of the order. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions and specifications.
10. Proofing of final project
The designer shall make every effort to ensure the final product is free of any grammatical and spelling errors, before giving the final product to the client. It is agreed that it is the client’s responsibility to ensure that there are no spelling or grammatical errors contained in the final product. It is agreed that the designer is not responsible or held liable for any errors contained in the final product after the final product has been committed to print or posted in view of the public.
. . . .
In the event of cancellation of the project, ownership of all copyrights and the original artwork and disks shall be retained by GMS Designs (Gerry Suchy), and a fee for work completed, based on the contract price and expenses already incurred, shall be paid by the client.
. . . .
All correspondence and documents provided will be treated as confidential between the client and the designer, unless consent has been granted by both parties involved.
13. Acceptance of Agreement
The above prices, specifications and conditions are hereby accepted. The designer is authorized to execute the project as outlined in this agreement. Payment will be made as proposed above. This agreement is not valid until signed by client and returned to the designer.
Please print your name here:
Ilise Benun, founder of Marketing Mentor and co-producer of the Creative Freelancer Conference (www.creativefreelancerconference.com), works with creative freelancers who are serious about building healthy businesses. Sign up for her Quick Tips at www.marketing-mentortips.com.
Excerpted from The Creative Professional’s Guide to Money © 2011 by Ilise Benun. Used with the kind permission of HOW Books, an imprint of F+W Media Inc. Visit mydesignshop.com or call (855)840-5126 to obtain a copy.