Protect Yourself: Write a Contract Rich Maggiani For independent consultants, contractors, and business resources available to you. This can be part of the owners, operating with contracts is paramount to your contract or an addendum to it. success. Contracts permit you to define the project, how • Include a pricing section detailing your hourly rates or it will be completed, and how you will be paid. They offer a fixed price. If the project is for a fixed price, take methods of restitution should things not proceed as pains to detail exactly what you will do — the scope planned or anticipated. Contracts also demonstrate how of the work. This helps you determine out-of-scope serious you are about yourself and your client, and make work for which, of course, you will be paid extra. a profound statement about your professionalism. • Specify a term for the contract, such as for a year or Contracts are not to be taken lightly. Never go it alone; through a specific date. always have a competent lawyer review and provide legal advice when writing a contract or before agreeing • Hours of work can specify how many hours you will to any terms dictated by your client. This paper presents work per day or week, and perhaps specify higher a number of terms and conditions for your consideration. rates for longer hours. Operating without a contract simply is not good • Payment terms should include deposits and final business. A contract allows you to define a project, payment options. You can also make continuation of articulate the terms under which you will work, detail the work contingent on prompt payment or withhold final price and payment terms, and present methods for files until you receive final payment. resolving disputes. Well written contracts help avoid miscommunication and problems, and also protect you if • Remember to include a stipulation that will reimburse problems arise. you for incidental costs, such as copying, travel, mileage, long-distance telephone, shipping, postage, Contracts can be written for specific projects or to and courier. define the overall terms of a working relationship, with addenda (statements of work) for individual projects. • Client changes, beyond the original scope of the For either type of contract, you should hire a well- project, often are inevitable. Your contract should qualified lawyer to write or help you with the final explain how you will handle them. product. Good contract lawyers fully understand the intricacies of contract law and are familiar with • Cancellation or termination provisions allow you to courtroom interpretations of the law. define your compensation if the client stops the project. These provisions can include a kill fee to Some clients will have their own contracts for you to cover any inconvenience and lost income you incur as sign. Remember that these contracts are written to a result of the abrupt change of plans. protect the client, while your own would protect you. If you must sign the client’s contract, review the terms • If outside vendors and/or subcontractors (such as with your lawyer. Only sign the contract when you fully printers, illustrators, trainers, or other writers) are understand and accept all its terms. And remember that used, define the terms of their service and you can negotiate with the client to remove or alter terms compensation, and specify who is responsible for their you find undesirable. supervision. Contract Provisions • When discussing equipment, describe its source and the purchase or rental terms. Be sure to state whether Here are some considerations for various sections of a you or the client will be the vendor’s primary contact. contract that you dictate. • Scheduling provisions can limit your responsibility for • A statement of work should define the specific terms meeting deadlines if your reviewers fail to meet their of an individual project. Consider detailing here deadlines or provide pertinent, comprehensive various measurements of work completed and comments. remaining, such as a page count (if you are submitting a firm price), a set number of review cycles, and the • Ownership and copyright are usually not relevant to a Finalizing the Contract work for hire. However, you should identify who retains these legal rights. Strongly consider retaining Depending on where you conduct business, there may be these rights yourself until your client pays for the other considerations that you will want in your contract. work. Your lawyer can help determine these additional sections. And remember to always consult your lawyer • Enhance your portfolio by specifying the wording of before you present or agree to any contract terms. credit lines and the number of copies of the final product you are to receive. Make sure you will have Make two originals of the contract. Secure the contract samples to include with any pending work proposals. by ensuring that an authorized representative signs and dates both original contracts on behalf of the client. • Representations enable you to ensure that all parties to Consider having their signature corroborated with the the contract are acting in a lawful manner and have the signature of a witness, or in extreme cases, notarized. legal right to their contributions. Only sign the original contracts after your client has signed it. When both are signed, give one to your client • Limitation of liability enables you to protect yourself and retain one for yourself. in case problems are attributed to you, especially when these problems are beyond your control. It’s certainly acceptable terms to absolve yourself from all liability; Rich Maggiani after all, when a client accepts your work, they should President/CEO also accept liability. Page Designs Inc Creative Communication Two Church Street, Suite 3A • Enforcement, severability, and attorney and collection Burlington, Vermont 05401 fees define how the contract will be enforced, how 802.658.4207 you (and the client) can sever the contract, and how to collect expenses for enforcing the contract. Rich is the President/CEO of Page Designs Inc, a marketing communications agency. He helps promote • Modifications to the contract define how changes can and brand clients by creating and implementing a be made after the contract has been signed. marketing strategy, through graphic design, advertising, public relations, and Web site development. Rich is also • Choice of law and jurisdiction allows you to define the an award-winning technical writer, teacher, and trainer jurisdiction for any legal proceedings at the place that with over 20 years experience. He has taught graduate is most convenient for you. courses in writing, communication, and business. Rich is deeply involved in community service and political activities, and is the Chair of a statewide business organization. In 1995, he worked with a small group of writers to establish the Vermont STC Chapter. Rich is a Senior member of STC, the membership manager of the Consultants and Independent Contractor SIG, and is organizing the 2002 STC Region 1 Conference.
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