Contracts — Five Tips For What To Do When The Fine Print Doesn’t Look So Fine

Contract law is powerful — you ‘re able to sign away legal rights that you otherwise automatically have (along with the opposite situation, depending on which side of the contract you’re on), so it’s no wonder that contract negotiations often feel precarious and sometimes downright frightening.

Here are a some tips to help smooth the process:

  1. Include either the agreed-upon usage terms (or your default terms) in your initial bid. Also include the finalized terms on your invoice as well as in your delivery memo/license document. This practice provides opportunities for other people in the client’s company to see and understand the license terms. In my experience, lack of internal communications regarding photo licensing is the most common reason behind inadvertent rights violations.
  2. If you discover a discrepancy between the licensing terms as you understand them and what the client presents to you on paper, raise your questions immediately. Sometimes it’s a simple matter of a client’s paperwork containing boilerplate language that someone “forgot” to change. We’re the professionals, and professionals sometimes need to explain the intricacies of our business practices, particularly licensing. Be an educator, not a dictator, and everyone will more likely be happy and get what they want.
  3. Be careful not to assume that your client will be as well versed in intellectual property laws as you are, especially when doing client-direct work. Be diplomatic and explain the consequences of the troublesome clause, rather than immediately going on the defensive. You’ll be surprised how well this approach works.
  4. If a contract looks particularly problematic or has so much legalese as to be unreadable, it may be worthwhile to pay an attorney to review it. Be sure to let the attorney know what sorts of issues you’re concerned about. I’ve only done that a couple of times, but it was definitely money well spent as the attorney also provided alternate language for a couple of problematic clauses that the clients ultimately agreed to.
  5. Contract discussions are not a good place to let emotions color your decisions. I’m not suggesting you should ignore the emotions that can come into play when it comes to licensing and the perceived value of your work — pay attention to when you’re starting to feel slighted or taken advantage of and try not to let those feelings affect your approach to the conversation. If you’re feeling particularly distressed, try looking for a way to delay the negotiations, even for a few minutes — “There’s a UPS driver at the door waving a signature pad at me; may I call you back in 10 minutes?” — then use the time to regain your composure before jumping back in.

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