Contracts

TL;DR

1. Hire a Lawyer
2. Understand the contractual terms
3. Ask lots of questions before signing

TL;DR 2

• Attempts to create objectivity from subjectivity
• No contract is 100% solidified, even after signing
• Contracts define the implicit by making it explicit
• Defines a working relationship
• Contracts are everywhere

Example A

• Housing/Rental agreement
• What did you agree to on your housing/rental/etc. agreement?

Example B:

• Terms of Service or TOS for software and services
• Pick one of these sources, what did you learn about the services you use?
  • Terms of Service Didn't Read
  • Software Licenses in Plain English

Example : Celebrity Prenups

• Celebrity Prenups
• What are the subjective terms?
• What are the objective terms?

Does Not

A contract does not:

• Keep things from going wrong
• Protect you, the Client, and the Project from all things
• Turn the “wrong Client”, into the “right one”
• List all unforseen “bad things”
• Fix what’s broken

Clients from Hell

• Subjective: Clients from Hell
• Objetive: What does the contract say?

For Designers : NDA

• NDA or Non-Disclosure Agreement
  • A legally binding contract
  • Establishes a confidential relationship between parties
  • The party or parties signing the agreement agree not to disclose sensitive information they may obtain
  • Often used in business to protect proprietary information or trade secrets

For Designers : Work for Hire

• A timeline for the project
• A detailed work schedule
• Project milestones
• Terms of payment
• Terms can vary depending on the project

Freelance : Statements of Work

• Statement of Work (SoW)
  • A document used in project management
  • Defines project-specific activities
  • Outlines deliverables and timelines
  • Used for a vendor providing services to the client

Freelance : Licensing Agreement

• *License Agreement is a legal contract between two parties
• Licensor the owner
• Licensee or the person using it
• Specifies the terms and conditions which licensee has the right to produce, sell or otherwise use intellectual property owned by the licensor
• Licensor is paid by Licensee

Key Components

Again. Again. Again. No contract is 100% full proof.

• Intellectual Property: Who owns what, when, for how long? Refer to Copyright lecture.
• Kill Fee : Fair contract is binding on both sides. Neither party can walk away without just cause
• Deliverables Acceptance: “The contract should state that if the client is not happy with your work they need to let you know and give you a chance to address the problem, but ultimately they can, for all intents and purposes, fire you.” - Mike Monteiro
• Unreasonable Indemnity : How much can you be held accountable for?
• Warranties: If we could make 100% guarantees, we wouldn’t need contracts?

Control What You Can

Not your fault. Is your problem.

The only 100% control you truly have is of yourself. Clients and Projects will do (and need to) change at their own will. Contracts help:

• Mitigate planned (and unplanned) changes to Projects
• Establishes understanding of roles Client-to-Designer, budgets, dates, legalities, and expectations
• All contracts can be litigated. Seek legal console to write your contracts given and understand contracts received