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Write a Contract

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This is an example on how to write a contract. This document is useful for creating a contract.

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									                              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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